Pataki Magi Helga Magica
by Mokichan2
Summary: *CONCLUDED 15-01-14* Helga encounters a creature that offers to grant her one wish. But looks can be deceiving - she soon learns that wishes come at a terrible price, and friendships are pushed to the breaking point...
1. Chapter 1

"So lemme get this straight – you'll grant any wish that I want?"

Helga was approached one night by an unusual white animal. The term "animal", perhaps, was too generous a description for the sentient creature; though in some ways it resembled a cat, there was definitely something otherworldly about its logic-defying ears within ears…and then there was that grin…

_CORRECT_ – somehow the creature was able to communicate without altering any of its frozen facial expression.

"And in return for granting any wish that I want, you want me to…fight witches?"

_WOULD YOU LIKE TO MAKE A CONTRACT WITH ME TO BECOME A PUELLA MAGI?_

Helga shifted in her seat on the bed. It was an enticing offer. Not only would she get what SHE wanted, but she would also be given magical abilities. It seemed like a no-brainer.

And she could wish for anything! She could wish for a million bucks, her own personal jet plane, and when would she get another opportunity to have the tables turned on Olga? For once, SHE could be the golden child in the family…

_THE SCOPE OF YOUR WISH IS INFINITE. IT IS BOUNDLESS. IF THERE IS A BOY THAT YOU HAPPEN TO ADMIRE, THEN YOU CAN MAKE A WISH SO THAT HIS FEELINGS FOR__ YOU ARE MUTUAL._

"What?" Helga's train of thought was interrupted and she stared at the creature. That HAD crossed her mind, but how did it know she was thinking it? And as soon as the thought popped into her mind, she quashed it – there was no way she could ever wish for that, and was ashamed it had crossed her mind. She loved Arnold, but even if she could, she would never force him to feel the same way about her.

_I AM ONLY OFFERING UP SUGGESTIONS. WOULD YOU LIKE TO MAKE A CONTRACT?_

"Hang on, hang on…" Now that she thought about it, she had to question the "magical power" aspect of the agreement. How tough were these witches anyway? They were likely no picnic if she needed help from a little white whatchamacallit…

And on top of that, it never gave her a time frame. How long would she have to fight witches? What if she chose NOT to fight? Were there consequences? There were a lot of unclear matters that didn't sit well with Helga.

Perhaps she had spent too much time around her, but the whole thing sounded sketchy. Too good to be true.

"Uh…I'm gonna have to get back to you," replied Helga, who really had no intention to go through with the wish and secretly prayed that the creature would just leave her alone.

_VERY WELL. LET ME KNOW IF YOU CHANGE YOUR MIND._

The creature leapt off Helga's windowsill and into the night.

* * *

><p>"That's a very peculiar dream," remarked Phoebe, when Helga had told her over lunch what had transpired in her room the previous night.<p>

"Tell me about it," replied Helga. "But it's kinda an interesting prospect. I mean, if you wish for anything in the world, what would it be?"

As Phoebe sat quietly and pondered for a moment, Lila audibly rose from her seat across from the two friends, grabbed her tray and moved to another table.

"Well, if it were me," began Sheena, "I'd wish that P.S. 118 would have its very own jazz and tap program."

"I'd probably wish to have a beautiful insect named after me," mused Nadine dreamily. "What would you wish for Rhonda?"

Rhonda scoffed. "Are you kidding? I wouldn't wish for a thing."

"Really?" Helga's raised her eyebrow.

"Of course. After all, how could you improve on perfection?"

Helga rolled her eyes. "I should have known…"

Phoebe giggled. "Actually, Helga, I don't think I'd wish for anything either. I'm happy with just the way things are."

"What would you wish for?" asked Rhonda.

Helga grinned wickedly. "I'd wish for Curly to be in all of your classes from now until your senior year of high school."

* * *

><p>After school Helga spent some time at the Heyerdahl household. Phoebe would be accompanying her father to work over the weekend, so it was the only available time she'd have to hang out.<p>

When Helga left Phoebe's house it was already sundown. On the way home she stopped in front of Sunset Arms. Light shone brightly through the windows of the boarding house, illuminating Helga's face and the sidewalk and street below. In one of the windows Helga could just scarcely make out the football-headed silhouette of her beloved. Helga sighed, and continued to trudge her way home.

Helga gasped; suddenly the white creature appeared in front of her path.

"Cripes…you scared the ever-loving crap outta me. What is it?"

_HAVE YOU MADE A DECISION? WOULD YOU LIKE TO MAKE A WISH AND FULFILL THE CONTRACT TO BECOME A PUELLA MAGI?_

Helga looked behind her shoulder, longingly at the boarding house. "Well…"

There was a sickening slicing noise. Helga turned to look ahead again and was horrified by what she saw.

The white creature lay immobile in a puddle of its own blood; a sharp black scythe was planted firmly in its skull.

Too stunned for words, Helga simply clasped her hand over her mouth so that she wouldn't scream, and ran the rest of the way home.


	2. Chapter 2

_Helga sat at a round table across from a girl with blonde hair._

_"Uh…" she looked around in confusion. Aside from the table and the chairs they were sitting in, the entire space they occupied was empty. Bubbles flew upward from the ground from an unknown source. Helga's guest seemed unperturbed by the arrangement._

_An elephant in a suit and rollerskates approached the table and set a cup of tea on a saucer in front of both girls. Helga went to take a sip, when the cup suddenly vibrated and cracked, then transformed into several little yellow chicks which flew away chirping._

_"Okay, this is really strange," said Helga. "I'm dreaming, aren't I?"_

_At last the other girl acknowledged Helga and nodded. She took a sip from her own cup (strangely, her cup remained the same) and smiled._

_"Haven't I met you somewhere before?" asked Helga._

_"Perhaps," replied the blonde girl. Indeed, she did look familiar. Helga recalled a time when she went to Phoebe's house and found that she had replaced by a girl very similar to the one in front of her. Only that was also a dream…_

_"Listen Helga," continued the girl. "We don't have a lot of time. I brought you hear to tell you something very important. If a white creature comes to you with promises of a wish, walk away. Can you do that for me?"_

_Helga didn't know what to say. She wasn't sure if she should tell this girl that, just the other night, she had seen a similar animal impaled to the street in front of her._

_The blonde girl became impatient and stood up from her seat, looking visibly unnerved. "Helga, please. Promise me."_

Helga woke up.

* * *

><p>Arnold was getting ready for bed. He had just finished changing into his pajamas when he heard a sharp rapping on the glass from above. He looked up and saw a figure behind the window on the ceiling.<p>

Arnold climbed the ladder on his wall and opened one of the panes of the window leading on to roof. The figure on the other side lost their balance and tumbled inside, onto Arnold, and the both wound up on a heap on the ground.

When Arnold got his bearings, he realized that he recognized the intruder. The girl had brown hair and went to the same school as him, P.S. 118. When she looked at him, she gave him a sheepish grin, revealing a full set of braces.

"Ruth?"

"Hey, thanks for letting me in," she said. She stood up and dusted herself off, not bothering to help Arnold off the ground. "Alfred, right?"

"Uh, Arnold, actually…" He couldn't believe it! Ruth P. McDougall was in his room! A few months prior when he still had an enormous crush on her, this would've been like a dream come true. But now, it was almost surreal, if not a little perplexing.

"Yeah, thanks. Hey, can you shut that window for me?"

Arnold got up and stared in confusion for a few seconds as Ruth made a beeline for the closet and shut herself inside. Not sure what else to do, he went to close the roof window, then approached the closet.

"Uh, Ruth…?" he knocked on the closet door. Ruth emerged from the closet and went to the center of the room, as if nothing was out of the ordinary.

"Nice little room you've got here. Listen, I need to crash here for a little bit, Hope you don't mind. Thanks a bunch, Andrew."

"It's Arnold…" but Ruth had already jumped into his bed and had fallen asleep.

Arnold sighed. None of this made any sense to him, but it didn't look like he would be getting any answers until the morning. Arnold used his room remote to bring out the sofa from the wall and decided to bunk there for the night.


	3. Chapter 3

A dark cloud of black smoke filled the sky above the research facility. Helga pedaled as fast as she could on her four-wheeler bike towards the plume. She left as soon as she saw the headline scrolled across the television screen in the living room: "Renowned Doctor and Family Trapped in Blaze".

A crowd of gawkers and onlookers had already gathered at the location. Helga pushed and shoved her way to the front of the mass of humanity, until a police officer blocked her path.

"Whoa there, little missy!" said the officer, holding her back with outstretched hands. "I can't let you go any further!"

"But my best friend is in there!" yelled Helga. As she spoke, part of the building collapsed as the flames grew ever highter.

Helga felt someone touch her arm. She turned around and Gerald was gripping her tightly, but his eyes were fixated in horror at the blaze.

It looked bad. It looked very, very bad.

Helga said nothing as she tore herself away from Gerald and away from the scene. Gerald remained frozen in place as if he didn't even notice her leave; he was still in utter shock. The police officer approached him with concern. "Hey, kid, are you alright? Are you acquainted with the Heyerdahl family?"

Gerald just shook his head, not at the question, but because there was nothing else he could do.

"Phoebe..."

* * *

><p>Too distraught to ride her bike, Helga slowly dragged it alongside her as she made her way home.<p>

That was it – there was no way her friend could have survived that. Phoebe was gone.

Helga made it halfway across a bridge before she threw it down and kneeled to the ground. She then quickly stood up and walked over to the railing, unsure what to do, how to react.

Her friend was dead. Phoebe was dead.

As she grappled to come to terms with this realization, Helga noticed some erratic movements in the water beneath her. She looked closer and was certain she saw a girl drowning just beneath the surface.

"Whoa…hey! Hang on! I'll save you!" Without thinking, Helga leapt onto the railing and swan-dived into the river.

As soon as she hit the water, however, Helga lost control of her arms and legs; her body was paralyzed. She was whipped around to and fro underwater, and initially she thought she was caught in a riptide.

Then she realized the girl she thought she saw was nowhere to be found. In its place were horrible apparitions of wailing women in white, circling around her.

_"TO BE OR NOT TO BE…._"

Helga recognized that line. It was from Hamlet, a Shakespearean play. But where was it coming from?

As school of skeletal fish swam up from beneath her.

"_EXCELLENT WELL; YOU ARE A FISHMONGER!_"

The fish surrounded her and began to collectively try to nibble her. Helga tried to ward them off, but was finding it increasingly difficult to hold her breath. As one nibbled on her neck, she lost control and took in deep gulp of water, finally resigned to letting the murky deep consume her…

"Baa…"

Then, Helga witnessed something she thought she would never see. In the distance, a flock of bleating sheep were stampeding towards her UNDERWATER. Even the wispy women and bony fish paused as the herd rapidly approached. As it stormed through, it destroyed the apparitions, and even began to change the scope of the environment. Helga was suddenly able to flail her limbs in attempt to swim, just in time for a ram to charge by. Helga grabbed on to the horns of the ram and seconds later was freed from her almost-watery grave.

Soaking wet, but ultimately alive, Helga began gasping for air. Exhausted, she laid on her back as she struggled to bring oxygen in to her lungs. It was at that moment that she realized the girl standing before her.

It was the same girl as in her dream from the night before, although she was wearing something entirely different. If Helga could describe it, she'd say the girl looked like Little Bo Peep in an outfit much too large and much MUCH too frilly and pink. Her hair was styled in golden ringlets; in her white gloved hand, the girl held a staff, and around her neck was a small silver jingle bell.

This was too much for Helga to bear. She sat up in awe and just took in the sight of this girl ripped straight from the pages of Mother Goose, then burst out laughing.

"You…look…RIDICULOUS!" Was all she could muster between bouts of hysterical laughter…and then seconds later into bouts of hysterical crying as she burst into the tears that finally decided to come.

The girl said nothing, merely wrapping her arms around her in an attempt to comfort her.


	4. Chapter 4

The two girls sat quietly across from each other in the dining room of the eerily vacant Heyerdahl household. The scene felt awfully familiar to Helga, only this time what had transpired was very, very real.

Helga was swaddled in an overly-fluffy cotton blanket she found in the linen closet. She wasn't cold anymore, but she still shivered involuntarily, still trying to come to terms with recent events.

The girl (now back in her civilian clothes) sat on the opposite end of the dining room table, this time drinking a Yahoo! soda she stole from the fridge.

"I-I k-know who y-you are.." Helga finally stuttered out. "You're that Gloria chick. You dated Stinky for a while."

Gloria nodded.

Helga looked down at the table. "I knew that other girl, too. She was in the third grade. She gave the opening soliloquy to our school's Romeo and Juliet play."

Helga looked up again and noticed that Gloria was avoiding her gaze. This made her upset, and gave her the courage to ask what had been on her mind from the start. "What the hell is going on around here?"

Gloria looked at Helga. She pushed the half-full bottle and it slid across the table; Helga grabbed it before it fell off while Gloria stood up from her seat. Gloria turned her back to Helga and looked out the window, then sighed.

"No use hiding it now. Guess I'll have to tell you."

* * *

><p>The girls migrated upstairs to Phoebe's bedroom. On the desk where her best friend studied, Helga spotted a picture stand with a framed photograph of the two of them together, laughing and having a good time. Helga gravitated toward the picture and picked it up, staring at it intently, and feeling the tears well up in her eyes before.<p>

"I suppose you'd like to know a little bit more about me," said Gloria, breaking Helga's reverie.

Helga set the picture down and glared at the blonde girl. "Yeah. Start talking."

"Very well," said Gloria. "As you know already, my name is Gloria. I used to be nine years old, just like you. And I used to attend the fourth grade at P.S. 119. But now…" Gloria extended her hand to reveal a small silver-band ring around her finger. "I'm a Puella Magi."

Helga froze. She had that term before. _WOULD YOU LIKE TO MAKE A CONTRACT WITH ME TO BECOME A PUELLA MAGI?_

That white creature…it was exactly what that white creature had asked her to become. Helga turned to face Gloria just as she brushed her opposite hand against her ring; it had then transmorphed into what looked like a yellow, egg-shaped gem embellished in gold.

"This device is my soul gem. It's what allows me to go from this…" the soul gem glowed then vanished, and the girl was back to being dressed as a nursery rhyme character, staff and all. "To this."

Helga grimaced. "Yeah, but…why?"

Gloria smirked. "Unfortunately, we don't get a say in our costumes."

"No, that's not what I meant. What I mean is…_how_?"

"Simple. I made a contract with the creature Kyuubey and he granted my wish."

"The white creature…hey! Wait a minute! Didn't you tell me to avoid that thing the last time we met or…wait, but that was a dream…wasn't it?"

"We've met before, and real life and outside of the waking world. And I suppose I should tell you what I wished for. But first, heed my cautionary tale."

"Hang on," quipped Helga, heading for the bed. "If you're gonna bore me with story time then at least let me get comfortable." She lied down on the bed and stretched. "Proceed," she said, yawning.

Gloria began her account: "Like I said, once upon a time, I was a girl just like you. I was in school, had friends I had a life…but I also had a crush."

Helga frowned. "You had a crush on _Stinky_?"

"No, not Stinky – I'm talking about someone else. I thought he was the most perfect boy on the planet, and I was positive that he felt the same way. Every night I would dream about us being together. I was convinced that my dreams held the truth, but I had no way of knowing for sure.

"Then one day…Kyuubey came to me, and told me that I could have anything my heart desired. So…because I was so sure he felt the same way, I made a wish that I could peek into his dreams. So I did. But all I saw was a nightmare."

"What did you see?" asked Helga.

"I saw my crush's dream. He had a crush as well…on my best friend. Apparently the boy of my dreams…wasn't."

"…I'm sorry," confessed Helga.

"Don't be," replied Gloria. "I'm the one that's sorry. Are you comfy lying there?"

"Kinda. With all that's happened today, I'm really tempted to just lie here and fall asleep."

Gloria smiled. "I envy you. As a consequence of my wish, I can peer into the minds and dreams of others, but I myself can't dream."

At this revelation, Helga sat up. "You can't DREAM? But you can sleep at least…right?"

Gloria shook her head, still smiling. "I haven't slept since the day I made the wish. The closest I get to rest is borrowing space in other people's dreams. That's why you may have seen me before meeting me in person."

"But…wait a second…if you can't sleep….then how are you alive?"

Gloria chuckled softly then looked at Helga square in the face. "I don't know. Blame it on the magic, I guess. But hopefully now you understand the danger of making a contract with Kyuubey. Lately I've noticed he's been very active in the area, and I figured if I can't save myself, then at least I'll save those who still have a fighting chance."

"Listen, Gloria…" said Helga. "I'm really sorry about what happened. But you don't have to worry about that white thing anymore."

"What are you saying?"

"I saw Kyuubey the other day. I saw him twice. He tried to get me to make a wish, but I didn't. And now you never have to worry about him again because Kyuubey…"

_IS RIGHT HERE._

Simultaneously, Helga and Gloria turned to look at the window. There, sitting calmly on the windowsill, was the white creature, Kyuubey, its frozen grin now all the more menacing.

Helga stared in wide-eyed disbelief. "But…how…"

_IT'S NOT TOO LATE TO CHANGE YOUR MIND, HELGA. WOULD YOU STILL LIKE TO MAKE A CONTRACT WITH ME TO BECOME A PUELLA MAGI?_

Gloria gripped her staff tightly and pointed it at Kyuubey. "Get away from her, you monster! She doesn't want anything you have to offer!"

_VERY WELL. THOUGH IT MIGHT INTEREST HELGA TO KNOW THAT HER FRIEND HAD NO QUALMS WITH MY OFFER._

"My friend?….Phoebe's alive?"

Kyuubey jumped off the windowsill to the ground below. "Hey, wait up!" said Helga, who nearly jumped out the window herself before Gloria restrained her.

"What are you doing?" cried Gloria

"I gotta find Phoebe!" yelled Helga.

"Well, there are saner ways of going about it." Gloria stomped her staff on the floor. Suddenly, a cloudlike mass of floating sheep appeared just outside the window. "Hop on."

Helga obeyed, and with Gloria at the helm of this bizarre form of transportation, the two girls flew after Kyuubey to where they would soon find Phoebe.


	5. Chapter 5

"Please…it's just for a moment. I'm one of Phoebe's best friends. I just want to pay my respect to her parents."

Gerald stood before the closed door of the hospital room which Mr. and Mrs. Hyerdaul occupied, but the nurse blocked his way. The stern figure folded her arms and frowned.

"Absolutely not," replied the nurse. "Besides, visiting hours were over a while ago."

Gerald sighed in defeat. He looked exhausted, and at this point in the day was too tired to fight back, so he simply nodded his head and walked away.

* * *

><p>A rather unusual cloud hovered close to an open window of Hillwood General, several stories up.<p>

"Here we are," said once of the cloud's occupants.

The fluffy white apparition was actually Helga and Gloria, concealed to look like an average (though particularly low-flying) cloud. As soon as the two of them hopped through the open window, Gloria tapped her staff on the floor, and their ride dissipated just as soon as it appeared.

They were in the same room to which Gerald had tried to gain access; Mr. and Mrs. Heyerdaul lay quietly in their hospital beds, opposite from one another in the room. Reba looked peaceful in her comatose state, the steady beeping of the machinery to which she was attached a sort of sterile, mechanical lullaby to her deep slumber. Mr. Heyerdaul's bed was isolated from the rest of the room, its view obstructed by a large curtain surrounding it.

Gloria approached the curtain with Helga following close behind. Gloria turned to look at Helga, as if she were trying to say "brace yourself" with her eyes, then pushed the curtain aside. She remained stoic, but Helga gasped and covered her mouth in horror at what she saw.

Kyo was badly burnt. More than 95% of his body had been consumed by flames; his body lay limp, covered from head to toe in bandages that were quickly saturated with blood and pus from his oozing wounds. The only indication that he was still alive came from the heart monitor, one of several machines attached to the wretched heap of a man.

Helga turned away and hunched over, holding her stomach. "I think I'm gonna be sick…"

"She's in here somewhere," said Gloria, ignoring Helga's warning.

Gloria walked away from Mr. Heyerdaul's bedside, and surveyed the room. Just as Helga was about to lose her lunch, she straightened up and also looked around.

"Wait a second…did you hear that?"

Amidst the cacophonous beeping of the hospital, the faint sound of whimpering could be heard. Helga followed the sound to a corner of the room, partially obscured by a mop and bucket, a broom, and movable clothing rack filled with nursing scrubs. As she pushed the stuff aside, Helga's heart leapt into her throat when she found what she was looking for.

"Oh, Phoebe…"

Phoebe sat crouched in the corner, looking helplessly afraid and distressed. She was filthy; her clothes, skin and hair were covered in dirt, sweat, blood and soot. Even as her best friend stood before her, she continued to weep and stare ahead at nothing in particular.

"Phoebe, what hap-?" Helga was about to ask, but Gloria quickly covered her mouth and shook her head to deter the remainder of the question. She then knelt before Phoebe and put a comforting hand on her shoulder.

"It's alright," said Gloria. "You're safe now."

Phoebe stopped crying long enough to finally acknowledge the two girls' presence, and Gloria extended her other hand to her. Phoebe and accepted, and together, the three of them hopped back onto the floating sheep-cloud vehicle and went home.

* * *

><p>No one spoke for the duration of the trip. Not even when they made it back to the Heyerdaul household; Phoebe was simply led to her bedroom where she immediately passed out when her head reached the futon mattress.<p>

For a while the two girls just stared at the slumbering Phoebe, a silent cloud of pity hung tangible throughout the entire space.

Helga looked to the floor. "Poor Phoebe…" she said, breaking the silence. "She looks like she went through hell."

Gloria merely nodded. Helga suddenly got mad and balled up her fist as she glared at Gloria. "Hey, why did you stop me in the hospital? Phoebe's my best friend, I have a right to know what happened to her!"

"No one said that you didn't," retorted Gloria calmly. "But that was _not _the time to ask. The events of the day are still fresh in her mind, and she's much too distraught to give us the whole story."

"Yeah, well now we gotta wait until she wakes up. By the time she starts thinking clearly again, she might wanna block the day's events out of her mind."

"On the contrary, Helga," said Gloria, smiling faintly. "We don't have to wait for her to tell us what happened. In fact, we don't have to ask her at all."

"What are you talking about?"

There was a flash of light, and Gloria reverted back to her civilian clothes. Egg-shaped soul gem still in tow, Gloria took Helga's hand in hers. "It's time I show another consequence of my wish."

Before she could object to the invasion of personal space, Helga could feel a tingling sensation flow through her body. In the blink of an eye, both she and Gloria were transported from the sanctuary of Phoebe's bedroom to a hellish inferno. Helga screamed as a flaming beam fell inches from where they stood.

"Where the heck are we?" she yelled over the roar of the flames.

"Relax," replied Gloria. "None of this is real. Think of it as watching a movie."

"That still doesn't answer my question!"

"We're in Phoebe's subconscious. Like I said earlier, the events of the day are still fresh in her mind. Even if she tries to use sleep as a means of escape, she can't help but play them over and over in her head.

"So rather than simply have her tell us what went down today, Phoebe can show us?"

"Precisely."

"Look, over there! It's Phoebe!"

Helga pointed to the scene unfolding several yards from their location. There, Phoebe could be seen blindly traversing the thick smoke, her face set in a look of fear and panic.

"Father! Where are you?" Phoebe coughed violently as the black smoke filled her lungs and threatened to suffocate her. As she walked about, she nearly stumbled on a large mound on the ash-covered ground.

"Mother!"

Mrs. Heyerdaul lay helpless on the floor, her foot trapped under a large chunk of fallen degree. "Phoebe," she said breathlessly. "Don't worry about me. Save yourself."

"No! I can't do that! I won't!" Phoebe went over to the debris that trapped her mother and desperately tried to lift it off of her, but her efforts were in vain. She cried out in pain, as her hands were severely burnt in the process, and collapsed on the heap and sobbed.

"I'm sorry, I'm so sorry, Mother!" Phoebe cried. Mrs. Heyerdaul did not respond; at this point she had succumbed to the smoke inhalation.

"If only I wasn't so weak….If only I could lift this stupid, _stupid_ thing!"

_THAT CAN BE ARRANGED._

Phoebe gasped and looked up. There, sitting atop the debris, was the white creature Kyubey.

_I CAN MAKE IT SO YOU CAN LIFT WHAT'S TRAPPING. ALL YOU HAVE TO DO IS WISH FOR IT._

Out of character for her normally inquisitive nature, Phoebe didn't waste time bothering to question why an ethereal white being was talking to her telepathically. Immediately she stood up and nodded eagerly in agreement.

"Yes! I wish I can help my mother and father get out of here!"

_DONE!_

In an instant, Phoebe's civilian sweater and skirt gave way to a navy blue and white trimmed costume which closely resembled a French maid uniform. Phoebe lifted the large object off of her mother, experiencing none of the difficulty or pain she felt just moments before. With surprising ease, she lifted Mrs. Heyerdaul over her shoulder and began her search for the exit.

Suddenly, a large metal beam fell from the ceiling and plummeted downward. Phoebe spotted it just in time to toss her mother to safety, but didn't have enough time to save herself; the beam and its several tons of weight fell directly on her spine, crushing her into the ground

Phoebe did not appreciate the bitter irony that she was now the trapped one. She closed her eyes and braced herself for the impending searing pain, but it never came. Rather, when she had opened her eyes again, she found herself standing next to the beam that just fallen. The bizarre thing was that _she was still underneath it_. At first, Phoebe thought that she was having an out-of-body experience, but upon closer inspection, she noticed that the second Phoebe was an imposter. A life-sized dummy version of herself, a doll of sorts filled with white rice and bone (she knew this because the sheer weight of the beam had caused the other Phoebe to burst at the seams, revealing the unorthodox stuffing and exposed and cracked skeletal tissue).

Phoebe didn't have time to question the reasoning. She lifted her mother over her shoulder once again and continued her search for a way out.

The scene went grey. Suddenly Gloria and Helga were transported back to the hospital, only this time Phoebe was not in the corner, but arguing with Kyubey at the foot of her mother's bed.

"What have you done to me?" demanded Phoebe.

_EXACTLY WHAT YOU HAVE ASKED OF ME,_ replied Kyubey, casually cleaning itself. _I OFFERED YOU THE CHANCE TO FORM A CONTRACT WITH ME TO BECOME A PUELLA MAGI, AND YOU ACCEPTED. I HAVE DONE NOTHING DECEITFUL TOWARDS YOU._

"But where did that replica come from? And why am I not in pain anymore? My hands were scorched raw. By all accounts, that falling beam should have killed me!"

_IT IS THE MAGIC THAT SUSTAINS YOU. AS LONG AS YOU POSSESS A SOUL GEM, YOU KNOW LONGER HAVE TO FEEL PAIN. AS FOR THE REPLICA DUMMY, I MUST SAY, THAT IS AN INTERESTING AUXILLARY POWER. TO BE ABLE TO DISPLACE YOURSELF FROM DANGER AND LEAVE AN ORGANIC DECOY IN YOUR PLACE…YOU WOULD DO WELL IN ONE-ON-ONE CONTACT IF YOU LEARN TO MASTER IT._

Phoebe shook her head furiously. "Stop it….this isn't normal."

_IT IS WHAT YOU WISHED FOR._

"It is _**NOT**_ what I wished for!" yelled Phoebe, who was starting to get emotional. "Take a look at my mother and father! One's in a coma, the other's been charred to a crisp! I wanted to save their lives, but what good are they to me like THIS?"

_YOU SAVED THEIR LIVES. THEY ARE HERE AND THEY ARE LIVING. IT IS NO FAULT OF MY OWN THAT THEY DID NOT MAKE IT OUT TO YOUR LIKING. YOUR WISH WAS TO "HELP YOUR MOTHER AND FATHER" AND YOU DID JUST THAT. IF YOU WANTED THEM IN A CONDITION OF HEALTH OTHER THAN THE ONE YOU HAD FOUND THEM IN, YOU SHOULD HAVE WISHED FOR THAT SPECIFICALLY._

"But…" Phoebe began weakly.

_MY OBLIGATION TO YOU IS FINISHED. I SUGGEST THAT YOU TRY TO PUT THIS OVERSIGHT BEHIND YOU AND FOCUS YOUR ENERGY ON FIGHTING WITCHES. I WILL RETURN SHORTLY IF YOU REQUIRE MY ASSISTANCE WITH THAT._

The conversation was over; Kyubey leapt from the bed and exited the room through the window. Phoebe stood and stared at the window for the longest time as the scene slowly faded to grey, and then black.

Helga let go of Gloria's hand and immediately turned away from her. For a while, neither girl said nothing, but then Gloria caught a glimpse of Helga furtively wiping her eyes with the back of her palm.

"Are you alright, Helga?" asked Gloria cautiously.

Helga didn't respond. "Poor Phoebe…" Helga said softly, to no one in particular. "She's such a good person, ya know? She didn't deserve any of this. And now she's basically an orphan…it just doesn't seem fair…"

"Of course it doesn't," said Gloria flatly. "But there's nothing we can do. Once a person makes a contract with Kyubey, their fate is indefinitely sealed. The moment we can literally hold our lives in the palm of our hand – " Gloria held out her soul gem to prove a point – "we relinquish our freedom. We are on borrowed time."

"Yeah, yeah – I get it about contracts. 'The ink's dry and that ship has sailed', right?"

"I beg your pardon?"

Helga waved her off. "Nothing, nothing – just a little something I picked up from my old man."

She turned her attention back to Phoebe, who looked like she was rousing from her nap. She went over and knelt beside the bed so that she was the very first thing Phoebe saw when she finally opened her eyes (still damp from tears).

"Hey, Phoebes" she said, forcing a smile. Phoebe did not return it. "I know you've been through a lot today, so you don't have to say anything. Just listen to me. I met someone today who's going through the same stuff you are and…she's gonna help you get through this. We both are….right?"

Helga looked half-expectedly, half-threatingly at Gloria, who merely nodded in response.

"So what do you say, Phoebe? Think you can do this?"

For the first time, Phoebe became aware of her surroundings as she looked at Helga, then at Gloria, then back at Helga, then down at her hands, which were magically healed. After several seconds, she too nodded, albeit slowly, her response.

"_I'll try_," she said in her smallest possible voice.

Helga took Phoebe in her arms and just embraced her on the bed, while Gloria looked on, her thoughts unreadable on her face.

* * *

><p>It had been a few days now since Ruth had taken up residence in Arnold's closet. Even though he hadn't told anyone about her whereabouts, he was getting uneasy about harboring a potential runaway in his room. Tonight, he decided, he was going to talk to Ruth.<p>

Arnold tapped lightly on the door of the closet. "Ruth?" But there was no answer. Arnold turned the knob as quietly as possible and opened the door to the sight of Ruth sleeping fitfully on a pile of his clothes. Arnold approached Ruth and gently tried to shake her awake.

Ruth's eyes shot open, startling Arnold and causing him to step back. Confused and disoriented, she practically stumbled off the pile and planted herself firmly to the wall of his closet, hanging on for dear life. It was dark in the far end of the closet, but Arnold could clearly see the look of sheer terror in the sixth-grader's eyes.

"Hey, hey – calm down. It's only me. Arnold, remember?"

It took a few seconds of intense staredowns before Ruth finally remembered where she was and why she was there, and finally allowed herself to relax.

"Oh. I forgot. Don't scare me like that, Alex."

"It's Arnold. Listen, Ruth…don't you think that maybe it's time to go back home? I'm sure your parents are worried about you, and your friends…"

"I can't go back," Ruth said quickly.

"But, Ruth…"

"Please, Arnold…" Ruth suddenly prostrated herself in front of Arnold, her pleading eyes evoking that definite undercurrent of fear. "Please let me stay here just a while longer. There's a reason why I can't go back. I can't tell you but…please….please let me stay, please…!"

She tugged on his plaid shirt-tails for added effect. At last, Arnold sighed. "Okay. You can stay."

"Thanks!" she said, reverting immediately back to her ditzy, carefree self. She pushed Arnold out of the closet and slammed the door. Arnold stared at the door for several seconds before rolling his eyes.

"Well, _that_ went well."


	6. Chapter 6

"Alright – let's see what you can do."

It was late evening. Helga, Phoebe, and Gloria, stood behind the rear of an old abandoned building. Phoebe was standing opposite the two other girls as they observed and assessed her fighting abilties. Phoebe's eyes were glazed over, and she looked scared and unsure; she turned to Helga for guidance.

"It's okay, Phoebe," said Helga, reassuringly. "Gloria's here to help you. Just do what she says."

Phoebe sighed and nodded her head. In an instant, she was in her maid Puella Magi costume before them. She then forcefully outstretched both her hands; several fencing swords materialized above her head, then simultaneously struck the ground in a circular pattern around Phoebe. Gloria nodded approvingly while Helga just stared, her mouth agape.

"Whoa," remarked Helga, speechless.

"Not bad," admitted Gloria "Impressive, even."

For the first time in days, Phoebe allowed herself to smile weakly, feeling at home with the sound of praise.

"But wasn't there something else you could do?" asked Gloria innocently.

The smile on Phoebe's face quickly dissipated, and turned to apprehension as she immediately balked. "Well, uh…I can't really control it…"

"I see," Gloria said, pensively. She tapped her chin with her gloved hand. "Alright, then. Perhaps this will help to jumpstart it." She struck the ground with her staff and in an instant, the entire area that the girls occupied was shrouded in fog.

A low bleating noise seemingly came out of nowhere. Phoebe looked to her left; out of the haze emerged a large ram with a sharp pair of horns. The beast looked angry, and dug its hooves in the ground before charging straight for her.

Phoebe shrieked and attempted to run away from the ram, but it quickly close the gap between them. Finally, all Phoebe could do is shield herself from the impending attack.

"Phoebe!" Helga yelled.

The ram's hooves drove straight through her friends body, and she was literally lifted off the ground. Infuriated, Helga grabbed Gloria by the collar. "What the hell are you doing? I told her you'd help her, not shish-ka-bob her!"

"But I did help her," responded Gloria., pointing above her head. Helga looked upward; sure enough, Phoebe several feet in the air, dangling precariously from an emergency escape ladder attached to the building. Looking back at the ram, Helga realized that it was merely a decoy, the two puncture wounds were leaking rice onto the ground.

Phoebe let go of the ladder and Helga broke her fall. Gloria tapped her staff on the ground a second time, and the fog and ram had dissipated. "Interesting. Right now it only looks like you can use your second power in times of stress, but with enough practice, you should be able to control it to your benefit."

"So, will she be alright?"

Gloria smiled and nodded. "She'll be fine. She just needs to get her feet wet, but she has the potential to be a very powerful Puella Magi."

"You hear that, Phoebes? You're a natural!" Helga patted Phoebe encouragingly on the back.

"Now let's get going – perhaps we can find an easy target for you today."

"Wait, you're making her hunt witches ALREADY?" asked Helga, incredulously.

"Relax. I'll only have her fight the familiars for now, then when she hones her skill set and she thinks she's ready, Phoebe can tackle witches. Besides, it's in her best interest to become a competent fighter as soon as possible."

"And why's that?" asked Helga, but Gloria was already out of earshot.

"Do you really think I can do this Helga?" Phoebe asked quietly, looking at the ground.

"Hey…you're the smartest girl at P.S. 118. If you can handle a crap load of homework and tests, you can handle this. Now let's go kick some butt."

* * *

><p>After some brief searching, the three girls quickly found themselves deep in the heart of a familiar's nest. Grotesque creatures (oddly enough, in the shape of bagpipes) hovered overhead in a circle, making a cacophonous din.<p>

Helga covered her ears with her hand to block out the noise. "This is giving me a headache…!" she complained, but her words fell (literally) on deaf ears, as the bagpipe creatures drowned out any and all sound in the area.

About twenty metres from where the girls stood, a giant version of the bagpipe-creatures lumbered slowly and lazily on the ground. From its horns came the occasional burst of sound, strong enough to knock a person off their feet if they were in the way.

Gloria glanced at Phoebe and nodded knowingly; Phoebe glanced back and, after a moment's hesitation, gulped and nodded back. Then, the two girls simultaneously charged at the gigantic creature.

"You can do it, Phoebes!" yelled Helga, her voice once again overtaken by the horrible noise.

Gloria lead in the assault as she slammed her staff into the ground; a long line of sheep materialized from where she stood to one of the "mouths" of the bagpipe-monster situated several metres from the ground. She used the makeshift pathway to make a beeline straight for the top, but was blown off-course when another "mouth" assailed her with a sour note.

Unfazed, Gloria stamped her staff on the ground a second time; this time, several sheep appeared stacked vertically before her. Using her staff as a baseball bat, she swung and hit every sheep high into the air, above and towards her target. The bagpipe creature blew its horn again, but rather than blow the sheep away, the sheep's fleece actually grew in size as they descended down onto their target; one in particular found itself lodged atop the bagpipe's main horn. The bagpipe monster struggled to expel its air, but to no avail.

Now was Phoebe's chance. She charged at the beast, which was all the while expanding larger and larger due to the build of air inside of it. Sloppily, but very forcefully, she extended both her arms outward, and the gesture translated into a line of fencing swords which made a path along the side of the monster, to the beast's summit. Phoebe hopped from hilt to hilt of each sword, the ascended a ladder made by more swords, until finally she found herself on the very top of the bagpipe-monster. Exhausted and out breath, Phoebe expended the last of her energy by outstretching her palms above her. Hundreds of fencing swords came raining down from the sky above, and she collapsed just as they made impact, causing the overblown creature to pop like a balloon.

No sooner had the creature been vanquished did the area revert to its normal state, a narrow alleyway. Phoebe – who was back to her regular self – was still lying on the ground, unconscious, and Helga ran to her aid.

"Phoebe!" she yelled, propping her friend's head up with her hands. Eventually, Phoebe's eyes fluttered open.

"D-did we win?" she said raspily.

Helga nodded. "You smoked 'em. I knew you could do it." Helga took Phoebe into her arms in an embrace.

"Not bad for your first time," conceded Gloria, also back to her civilian form. "You mind if I take a look at your soul gem?"

Phoebe nodded and pulled it out for Gloria to see. Helga noticed that, unlike Gloria's soul gem, Phoebe's was blue in colour. Also, unlike Gloria's, she noticed that its glow was significantly dimmer, almost muddy in comparison.

"Hmm," said Gloria. She then reached into her pocket and pulled out a small object. It was about the same size of a soul gem, but it was black in colour and pointy, almost resembling a needle.

"What's that?" asked Helga.

"A Grief Seed," explained Gloria. "We expend a lot of energy when we use magic, and it gets reflected in our soul gems as a result. These things help to counteract the eventual deterioration. May I?"

Helga took Phoebe's soul gem to give to Gloria, who then proceeded to hold both it and the grief seed an inch apart from each other. Suddenly, the grief seed began to respond to the close proximity of the soul gem and sap away the dark energy, recharging the soul gem to its original blue luster.

Gloria tossed the soul gem back, then brandished the grief seed deliberately in front of the two girls. "This is why we need to fight witches. Our soul gems must be purified regularly if they are to be any use to us. Don't ever let your soul gem get too corrupted. Understood?"

Helga and Phoebe both nodded.

"Good," Gloria placed the grief seed in her pocket and turned away from them. "I need to dispose of this. That's enough for today, go home and rest."

As Gloria walked away, Helga helped Phoebe to her feet.

"Feeling better now, Phoebes?" asked Helga.

"I think so, Helga, thanks," replied Phoebe.

"Hey, Sheep Girl! So when can we expect to see you again?"

Gloria stopped abruptly in her tracks. At first Helga thought she was going to answer her question, but when she turned around, she could see the look of absolute dread painted on her face.

"Hey…Gloria? You OK?"

Immediately, Gloria went back to her Puella Magi form.

Before Helga could react, Gloria was at her side, and was kicked into a nearby pile of garbage so hard that the wind was knocked out of her. She stomped her staff on the ground and the area where Helga lay immediately became shrouded in fog.

"Sorry, but it was for her own good," she explained to a mortified Phoebe. "Listen, you need to change back right away."

"Why?" asked Phoebe. But Gloria didn't get a chance to respond. The answer came from overhead when two Puella Magis descended from the sky onto the group.


	7. Chapter 7

Helga was still somewhat stunned by the time she realized her new position amongst the trash, and was about to curse Gloria out very vocally, but then she caught herself.

Up until that moment, Gloria conducted herself in a very calm, cool and collected manner. And yet, when Helga was thrust away so forcefully by her, she read in her face what she had been expertly trying to conceal: dread. Fear. For her own sake, but, more importantly, for Phoebe's sake. For that reason, Helga felt strongly compelled to listen to Gloria's orders and stay put.

It was then that she first caught sight of the newcomers. They looked older, like middle-schoolers. One was a brunette wearing a magenta-coloured angular outfit that jutted out in many different peculiar angles; the other was a black girl, her curly hair arranged in two puffy pigtails adorning the sides of her head. Her outfit was less complicated; a purple tubetop dress with a single black horizontal line separating the top and bottom portions. Somehow, Helga suspected her overly-innocent look to be misleading, especially when the girl was brandishing a very dangerous weapon: a large pugil stick that looked like it could do some significant damage.

_Where have I seen these two before? _wondered Helga. She concentrated on placing the faces of both girls as the brunette sauntered over to Gloria, closing the distance between them. The girl was not smiling, but then again, she wasn't glowering either; if anything, an ambivalent look of indifference was plastered on her features, almost as if she were bored. When she was about two metres from Gloria, the girl finally stopped, and placed an arm on her waist (Helga almost expected her to walk right back to where she originally stood, as if she was simply doing a little turn on the catwalk).

"Hello, Gloria," the brunette finally said. "Long time no see."

"Hello, Simone," replied Gloria in an overly pleasant tone. Helga could tell that Gloria was trying to match the other girl's cool-as-a-cucumber demeanor, but it was evident in the way she was straining to maintain her smile that she'd rather be anywhere else at that moment.

"I thought you'd be a thousand miles away by now. For a girl that specializes in sheep, you're much braver than I give you credit for."

Gloria let a forced laugh, which almost sounded like a cough. "Well, what can I say? This city has been very good to me. I guess I never really found a reason to leave. Cookie, you're looking well."

_POP!_ The black girl chewed her gum audibly but said nothing in return to Gloria, but the snub didn't seem to faze her.

_I know I know these girls, but from where_? as Helga grappled with the dredges of her mind to conjure up a memory, Phoebe approached the girls. Apparently, she remembered them as well, for in her eyes Helga could see a faint glimmer of hope.

"Simone? You're a Puella Magi, too?"

Simone broke her gaze on Gloria to casually glance over at Phoebe. Gloria turned around to also look at Phoebe. "You know her?"

"Yes…I know both of them. They go to my school. We use to be in the same class together, when I was briefly in the sixth grade."

_Ah._ Now Helga remembered them, but it wasn't on good terms. When Phoebe was skipped two grades ahead she befriended a group of sixth-grade girls who exploited her intelligence and naïveté to their own selfish gains. She recalled how upset and unsure Phoebe felt about herself after being used, how enraged she felt to see her best friend in such disarray. But she made sure to get back at them. Cookie. Simone. Connie. Maria. They were all made to pay.

Now that she thought about it, these four girls always travelled in a pack; Helga absently wondered what happened to the other two…

"Simone…it's me. Phoebe Heyerdahl!" There's was an edge of desperation to her voice. "We used to be friends…remember?"

Simone thoughtfully cocked her head to the side, as if she too were struggling to remember the girl in front of her. At last her eyes registered recognition. "Ah, yes. Phoebe. I remember you. The nine-year old who couldn't cut in the big girl's grade."

It wasn't said in a malicious way; in fact, Simone sounded almost detached. But the mere mention of her failed endeavour in the sixth grade caused Phoebe to wince visibly, her lingering hope dashed as soon as it had formed.

"Funny, I never imagined you as the 'magical girl' type."

Gloria took a step towards Phoebe and put a reassuring hand on her shoulder. "When circumstances call for it, you can be surprised at the audacity of some." She then looked pointedly at Simone. "You, of all people, should know that," she said evenly.

"So now you're in the market of enlisting new recruits?"

"Of course not. I leave that job up to Kyuubey."

"Hmm," Simone diverted her attention back to Phoebe. "So how do you like it so far? Being a Puella Magi?"

Phoebe was caught off guard by the question. She quickly downcast her eyes to the ground. "It's okay, I guess…" she muttered.

"This must be hard for someone like you. I should know. But I'm feeling generous. If you like you could join our team."

Phoebe raised her head and looked up at Simone in surprise. "Really?"

Gloria gave her a light squeeze on the shoulder – as a warning? – and said, "We appreciate the offer, Simone, but I've got everything under control. Phoebe is learning quickly and will be in tiptop shape to fight on her own in no time."

"Really? Your specialty is illusions – you're a competent defensive fighter at best. Do you really think you're suited to train someone to go toe-to-toe with a witch?"

Gloria had a lump in her throat, and didn't respond. "The offer still stands, Phoebe. Do you care to join us?"

"Well, I…"

"Of course, you would be required to prove your worth first," informed Simone. "An initiation, of sorts. That's why, before we could even consider letting you on our team, you'd have to do a little favor for us."

"And what's that?" asked Phoebe, already dreading the response.

Without breaking her steady gaze on Phoebe, Simone pointed directly at Gloria. "You have to kill her."

You could cut it with a knife, the following tension was so thick. Phoebe quickly looked back and forth between the two girls, the colour quickly draining from her face. "I-I can't. I mean, I couldn't possibly…"

"That's a shame, then" said Simone with a resigned sigh. "Just when I thought you might have some potential. But Cookie and I have no use for weak elements, not when we're in the business of ridding the city of them. We especially have no use for newbies. I was willing to make an exception for you, because of our history, but now…" Simone shook her head. "Such a pity. Such a waste."

Gloria stepped in front of Phoebe, a sense of urgency to her gesture. "Simone, please – she's done nothing wrong. Just let us go and I promise that you'll never hear from us again."

Simone's gaze rested once again on Gloria, this time more intently. Suddenly, Gloria gripped both sides of her head with her head and crumpled to the ground.

"You know I can't do that," Simone said evenly. "But don't worry. It will all be over soon. Cookie, could you handle the other one for me?"

Cookie blew another bubble with were gum. POP! When it vanished, so did she from her original spot; she was now running at full tilt towards Phoebe, pugil stick in tow.

"Phoebe!" yelled Helga, unwilling to stay silent for any longer.

It all happened so fast. Cookie, distracted by the unknown voice, looked in the direction of Helga to place the source. Then, she jumped a full foot backwards, as a scythe sliced through the air and boomeranged in front of her path. This bit of excitement caused Simone to break her concentration, giving Gloria relief from her mental assault. All eyes turned upwards, toward the roof of one of the buildings in the alley, where a red-haired girl caught the scythe as it sailed upward toward her. The girl leapt from the tall building several feet in the air, but landed gracefully, as a small whirlwind of leaves magically appeared at her feet before she landed. The girl was wearing an outfit evoking the very essence of autumn; its colours were yellow, orange, red and brown (the colour of falling leaves), and even the skirt resembled the dying leaves of a tree stubbornly refusing to fall. The girl's red hair was in a high ponytail, but did little to deter from the fact that she was no stranger to Helga and Phoebe.

Phoebe's eyes widened in shock as she realized who her saviour was.

"Lila?"

Lila spun her scythe in the air, then pointed it deliberately at Cookie and Simone, challenging them to make a move.


	8. Chapter 8

Simone was unfazed by the newcomer. "Can I help you?"

"Yeah," replied Lila coolly. "You can start by getting your friend and kindly returning where you came from."

"This doesn't concern you."

"I beg to differ."

"And you are…?"

"Someone who could cause you a lot of problems if you don't do as I say."

"Is that so?" there was a slight edge in her voice, a bit of confrontation, as Simone took a step forward. Lila raised the scythe as a warning.

"You can take me out, but your friend will have to tackle with two of us. Face it, you're outnumbered."

Simone's lips twitched ever so slightly. "I prefer to call it a stalemate." She turned around. "Very well. Cookie? Let's go."

Cookie dropped her weapon and followed Simone as they exited the alley. When they were out of sight, Gloria let out an enormous sigh of relief, as if she had been holding her breath the whole time.

"That could have ended very badly," said Gloria. "Do you have any idea how lucky we are that you showed up?"

Lila lowered her weapon and smiled. "I was just passing through. No biggie."

"No, BIG biggie. I don't know if you knew who those girls were, but you saved our lives. We're in your debt."

"I was just in the right place at the right time," Lila insisted, shrugging.

"Thank you," was all Phoebe could breathe out. Lila smiled timidly.

Helga said nothing, merely stared in amazement as she attempted to process this new information. When Lila's eyes met hers, she looked away and pretended to inspect her scythe.

"Well, I'd better get going. It's getting ever-so-late, and I was in the middle of tracking a witch. Goodbye." And with that, Lila leapt into the air and disappeared the same way she came.

"Well, that's enough excitement for one day. Come on, Phoebe, I'll escort you home." She stomped her staff and a mass of sheep appeared in front of her. Phoebe hopped on and Gloria did the same. "Helga, are you coming?"

Helga shook her head. "No….I'll catch up with you guys…tomorrow…" she gave a knowing glance to Phoebe and left the alleyway on her own.

* * *

><p>Lila came home late that night. Her father worked the graveyard shift at a factory, so she was usually left to fend for herself most evenings. As she turned on the kitchen light, she was startled to see Helga across from her, leaning against the counter.<p>

"Thought you were fighting witches," said Helga.

Lila looked at Helga for several seconds, then slowly smiled.

"Please, have a seat."

* * *

><p>They moved to the living room; Helga on the couch, Lila standing beside the couch, leaning on the armrest. They both held a bottle of Yahoo! soda in their hands (which gave Helga a serious case of déjà vu).<p>

Without looking at Lila, Helga asked, "So, what's your story? How did you get mixed up in this whole Puella Magi business?"

Lila also avoided eye contact with Helga, instead preferring to trace her finger along the surface of her beverage. "Have you ever wondered what happened to my mother?"

Helga took a swig, and stared straight ahead at nothing in particular. "I always assumed that she kicked the bucket." She then caught herself. "Sorry…it's just that…I've never heard you mention her before. Whatever the reason, I figure it must have sucked."

Lila went somber. "We were in Pleasantville. The three of us."

Suddenly, an item materialized and dropped into Helga's lap. Helga set the Yahoo! soda down to inspect the item, a framed picture of Lila, her mother and father. What struck Helga as odd was how young her parents looked in the photograph; Lila looked as she did now, but her mother and father looked at least 20 years younger. She stared at Lila, who continued her story.

"It was a small town. We lived on a farm. We weren't rich, but we were happy. Then mommy got sick…really sick. She didn't recover."

Lila walked away from Helga, this time staring at the wall. "I was sad. We both were sad. Daddy never stopped crying. I wanted him to be happy, I wanted her back. And then…_it _came to me."

"You mean the white thing? Kyuubey?"

"It said it could grant any wish that I wanted. So...I wished her back."

"You wished her back to life?"

"I wished her back to life…" repeated Lila, the words seemingly caught in her throat. "I wanted her back to like, only….not like that….not like that."

"Not like what…?"

"Perhaps I should have worded the wish differently. 'I wish her back as she was before she died'. But she had been gone for a month, so…I got exactly what I had asked for."

"Oh…"

"We made it work, though, for a while…Daddy and I…for a while, we were a happy family again…but then others found out…they found out about me…and we couldn't hide her forever…so I had to…I had to…"

Lila shattered the bottle in her hand, blood and chocolate dripping onto the floor. But in a matter of seconds, Helga noticed that her wounds healed.

"So we had to move. We moved somewhere else. I would hunt witches, and we would pretend to be a normal family…I would pretend to be a normal 9 year-old…for a few years, of course…and then we would have to move again…and start the whole pattern over again…Daddy would get older and older…and I'd stay the same…always the same…"

"How old are you?"

Lila ignored the question. "So now we live in Hillwood. Daddy continues to pretend that everything's alright…and I pretend to be an "ever-so-perfect Little Miss Sunshine"…only I'm ever-so sick of it."

An uncomfortable silence lingered in the room. Finally, Helga spoke up.

"It was you, wasn't it? That saved me from Kyuubey? You killed it before I could make a wish?"

"Yes," Lila whispered.

"Thank you. But why?"

Lila turned around to face Helga. The look she gave her was indescribable; for the first time, Helga noticed how pained Lila truly looked, but also how mature. It was as if she completely let her guard down.

"Helga…believe me when I say I wanted nothing more than to let you make a contract with Kyuubey. I can't stand this cycle anymore…I'm sick of moving…I'd rather stop pretending and just accept what I am…a vessel for fighting witches. But I'd also want nothing more than to have you fight beside me."

Helga was dumbstruck by this revelation. "What? Why? Then why didn't you let me?"

Lila closed the distance between them in a few short strides and grasped Helga's hand in both of hers, a look of pure determination in her eyes.

"Because now I have a new purpose in life."

Helga looked at Lila in shock, totally take aback. "Lila, what are you saying?"

"I'm saying that I want to make you happy."

The conversation was quickly moving in a direction that Helga didn't like. In spite of herself, Helga turned beet red. "Uh…Lila, I'm not sure how to say this…"

"I know you love Arnold. Don't you think I know that? Why do you think I've backed off and kept him at arm's length? I did it for you. You deserve him…I don't deserve you, but I'll still protect you."

Helga stood up and backed away from Lila. "Whoa, Lila…this is really weird…maybe I should go…"

"I'll help her. Phoebe."

Helga froze. "What?"

"That's why you're here, isn't it? You wanted to ask me to team with the other Puella Magi in order to train her."

"How did you…?"

"I'll do it. I'll do it for you because I know you care about her, even though I wish you felt the same about me. Just do me one favor: let me be near you. I know you don't like me that much…but I want to be near you."

"Uh…sure. Whatever. I gotta go," said Helga as she turned and headed for the exit. She couldn't leave Lila's home fast enough as she bolted through the door and down the street. _What the heck just happened?!_

* * *

><p>Gloria sat at a distance, her head resting on her hand. She was occupying a fitful dream.<p>

"Well," she thought glumly. "At least she's still alive."

In the dream, Ruth was running through a thick fog, scared and alone. Gloria sighed; she knew what was coming next.

"It's pointless to run," she muttered.

Even though she was several feet away, Ruth turned to look at Gloria as though she had heard her. That look of sheer panic on Ruth's face was the last thing Gloria saw before Cookie and Simone descended on the sixth-grader out of nowhere and ripped her to shreds.

Gloria stood and walked away from the gory scene, her demeanor serious.

_I know it sucks to go through this nightmare over and over, but just be thankful you're still dreaming at all. For now._


	9. Chapter 9

The Choco-Ness monster roared, spewing chocolate sludge in its wake.

They were in a witch's labyrinth, a vast sea of chocolate closed in by chocolate waterfalls. Dry land in this twisted arena was hard to come by, so Gloria traversed the air on her bed of sheep, with Phoebe as a passenger. Lila did the same, though she was travelling the air on a giant red leaf.

Meanwhile, Helga was sitting on a giant raft comprised of marshmallows and graham crackers, watching from the sidelines.

"You can do it, Phoebe!" yelled Helga.

"Okay, Phoebe," instructed Gloria. "You know what to do. Just stick to the plan."

Phoebe nodded, and as Gloria controlled their aircraft, she used her powers to have several fencing sabers rain down on the beast.

Choco-Ness flinched, but otherwise, the attack had little effect. It looked at its assailant with its eyeless, melted head, and belched out a stream of chocolate flying turtles.

The turtles hit dead-on, causing the sheepcraft to disintegrate, and Gloria and Phoebe plummeted towards the chocolate waters below.

Gloria summoned a single fluffy sheep to break her fall, and she used it to continue her path towards her target, knocking chocolate turtles out of her way with her staff.

Phoebe, on the other hand, had a different strategy. To slow her descent, she willed several dummy versions of herself into fruition, hopping from one to another in an effort to propel herself into the air. This proved to be a fruitless effort, however, and she eventually fell hard onto her makeshift pile of floating fakes.

"Phoebe!" yelled a concerned Helga. Suddenly, several of the chocolate turtles came flying her way, pelting out nuts as though they were machine-gun fire. Phoebe watched in horror as they attacked her friend mercilessly until the graham cracker raft was demolished. At the last second, Helga grabbed ahold of one of the low-flying turtles as it zipped past her. Haphazardly, she tried to control the creature and it bobbed almost drunkenly to and fro in the air, until it flew precariously past the Choco-Ness monster, who jumped on the opportunity to consume them both in one fluid motion.

"Helga!" Phoebe struggled to get her footing on the dozen or so floating hers, but to no avail.

Lila prepared her scythe as she went at top speed towards the Choco-Ness. Once again, the monster spewed chocolate turtles in her direction, but she merely deflected them by outstretching her hand and blowing them off course with a strong burst of wind. She spun the scythe in her hand faster and faster as she approached the Choco-Ness, so by the time she reached her mark, she sliced through the neck of the beast like a hot knife through butter.

Chocolate blood spewed everywhere as the decapitated creature twisted and writhed, and then finally sunk into its own chocolatey tomb. And then the area gave way to the real world. Gloria was still on her sheep, while Phoebe was still lying on the ground, and making no move to get up. Lila approached the group with a chocolatey mound in her hand, and laid it on the ground. It was Helga and she was unconscious.

"Is she -?" Gloria began, cautiously.

Lila knelt down and performed mouth-to-mouth resuscitation on her. After several seconds, Helga was re-animated, coughing up chocolate.

"Man," she said hoarsely. "I'm never eating sweets again."

"Maybe now you'll listen to us when we say wait outside the witch's labyrinth," chided Gloria.

Helga squeezed the excess chocolate from her ponytails. "No way, are you kidding? This was Phoebe's first real witch – I had to see how she would do."

"You hear that, Phoebe," she yelled a little louder for her friend's benefit. "I said you did great in there!"

"Yeah. Sure," muttered Phoebe, unconvinced.

"No really! I mean, look at me, I nearly became witch bait in there! Uh…by the way…thank you for…that…Lila,"

Lila smiled. "I told you I would protect you." Helga frowned and turned away from her gaze.

Phoebe sat up and hugged her knees, but said nothing. Helga decided to change the subject. "So, uh…Sheep Girl, enlighten me. What's the deal with those two sixth grade girls? Why do they hate you?"

Gloria sighed. "It's a long story. I used to team up with them, on occasion, when they were a team of four."

"What happened to-?" Lila began to ask, but Gloria simply shook her head. "At some point, Simone snapped. Said she didn't want to hunt witches anymore. Said she'd rather hunt magical girls instead. I was one of their first targets, but I managed to get away. The other two weren't so lucky."

"Is there any way to get her to stop hunting other magical girls?" asked Helga.

"Nothing short of killing her," retorted Gloria drily. "But that's not my style, obviously. I just try to avoid her, as best as I can. And to prevent other girls from being a pawn of Kyuubey and their next target."

"Doesn't Kyuubey know Simone's hunting the other magical girls?"

"_It doesn't care_," said Gloria. "That's why it's so crucial that Phoebe learn to use her powers: to not only fight witches, but to protect herself from scavenger Magi like Simone who kill girls like her for sport."

"Oh, that reminds me," Lila fished a grief seed out of her pocket. "You did alright today. Nice effort with your first witch, I remember I was terrified with mine."

Lila tossed the grief seed to Phoebe. Phoebe caught it, looked at it with disapproval, then tossed it aside out of disgust.

In the blink of an eye, Gloria was at her side, holding her up by the collar of her shirt, and extremely livid.

"WHOA, hey!" cried out Helga, who was totally taken off-guard by Gloria's sudden show of emotion.

"Pick it up," said Gloria, quietly, but with a definite undercurrent of menace in her voice. "You don't EVER throw away a grief seed like that, do you hear me?"

Phoebe refused to meet Gloria's eyes. Gloria let go of Phoebe and turned to pick up the discarded grief seed, then slapped it in Phoebe's reluctant palm..

"We go through too much hell to obtain these seeds, Phoebe. Like it or not, we depend on them for our survival. You're not going to insult what we do, and I'm not going to waste my time on someone who doesn't have the guts to want to live."

This time Phoebe met Gloria's eyes, but with a challenging gaze. The staredown lasted several seconds, until finally Phoebe placed the grief seed in her pocket.

Gloria turned away from her. "Now get out of my sight."

Helga – who was still stunned by Gloria's mercurial mood shift – decided that the demand applied to her as well. She helped Phoebe off the ground and hurried away.

Only when they were out of earshot did Lila bother to speak. "So what do you think? Honestly?"

Gloria was still fuming. She looked at Lila gravely. "She has to want to continue on. I can't make her do that. She's got potential. She's strong…but at the very time she's so very, very weak. And that frightens me."

"I know," sighed Lila. "Me too. I knew Phoebe before all this happened."

"And?"

"And…if she has any hope of getting through this, Helga needs to stick by her. She's lucky that Helga's such a good friend."

"For her sake," spoke Gloria. "Because if she turns…I won't hesitate to destroy her."

* * *

><p>Helga and Phoebe walked home in silence. Along the way, Helga tried several attempts to make Phoebe laugh or engage her in conversation, but Phoebe refused to reciprocate. Finally, at the steps of the Heyerdahl household, Helga had had enough. She spun her around to get a good look at her.<p>

"Listen, Phoebe – I know things didn't go as well as you as hoped…but I'm trying. Gloria's trying. Hell, even Lila's trying, and they don't owe us anything. Could you at least _try_ to see the good in all of this?"

"What good? There is no good. I didn't ask them to try. And I especially didn't ask you to try and help me either."

"What's that supposed to mean? Phoebe, look at me when I'm talking to you…!"

"Don't touch me."

Shocked by Phoebe's bluntness, Helga could only stare as she ascended the steps and entered her house without so much as a word of goodbye. This really hurt Helga, and she walked away from the house, not in a huff, but in a depressed, wounded state.

All the while, Kyuubey was watching her.

* * *

><p>Somber, Helga let her feet guide her to Sunset Arms. She had been so preoccupied with supporting Phoebe that she realized it had been days since she had even thought about Arnold. Maybe watching him in his room would lift her spirits, she decided…<p>

Meanwhile, Arnold and Ruth were sitting on the floor enjoying a meal of Chinese take-out. It had been over a week now since Ruth decided to stowaway in his closet, and after several failed attempts to coax her otherwise, Arnold resigned himself to accept his new roommate (it could be worse, was his rational).

"Thanks for dinner, Arnold," said Ruth. She grabbed a bottled orange beverage by her feet and frowned. "Morning Rescue…?"

Arnold shrugged. "They were all out of Yahoo! soda."

They continued to eat in silence. After a while, however, Ruth noticed that Arnold seemed distracted. "Is everything okay?"

Arnold snapped out of it. "Huh? Yeah…I'm alright. I'm just…concerned."

"It's about me, isn't it? I've overstayed my welcome, haven't I? Well, why don't you come out and say it already?"

"No no no! It's nothing like that! I'm just…I'm worried about my best friend."

"Oh." Ruth felt stupid, and calmed down. "Well, what's wrong with him?"

"Nothing, really…he's just been really depressed."

"Why? Did he loose his favorite baseball trading card, or something?"

"No. A friend of his…ours…had died recently."

"Oh." Now Ruth felt REALLY crummy. "I'm sorry."

"It's okay. You didn't know. He's not taking it very well. I keep telling him that she's in a better place now, but…"

Arnold trailed off into silence and simply stared down at his noodles. Unexpectedly, he felt a hand on each of his shoulders. Ruth was in front of him, mere inches from his face.

"Anyone would be happy to have a friend like you. I'm lucky that you'd let me live here for so long; anyone else would have turned me in by now."

"It would be the proper thing to do. The right thing. Honestly, I'm not sure why I haven't done it myself."

Ruth shook her head furiously. "You are doing the right thing, Arnold. I can't thank you enough for taking me in. Actually…I don't think I've properly thanked you at all…"

"That's oka—"

But Arnold was interrupted by Ruth's lips pressing against his in a kiss. Arnold was so stunned at what happening that he didn't even cross his mind to attempt to stop her.

Unfortunately, this was the first thing Helga saw when she finally made her way onto the roof of the boarding house. She could only cover her mouth and back away from the angled skylight windows to keep from screaming, then quickly ran back down to the ground floor. Frankly, she didn't care who was kissing her beloved; it's was torture enough to know that it wasn't her.

* * *

><p>Helga burst through the door of her home. "Mom?" she yelled at the entrance, her voice steeped in emotion. Normally she didn't bestow the title onto her mother, Miriam, but this was an emergency. She truly felt lost, and was desperate to seek some maternal guidance (or at the very least, a non-judgmental shoulder to cry on).<p>

Instead, she found Miriam in her favorite spot: sitting on stool in the corner of the kitchen, fast asleep with a bottle of Tabasco sauce in her hand. It was apparent that she'd be of no help, so she walked the path, defeated, to her room.

She had to cut through the living room to get to the staircase. Big Bob – who was sitting on the sofa watching "The Wheel" – spotted her as she walked by him. "What's the matter with you?"

Concern? From Big Bob? Under normal circumstances Helga would have answered curtly with a "Bite me", but she was in an emotionally fragile state and decided to jump on the opportunity to speak. "Dad, I really…"

_RING! RING!_ "Hang on there, Olga," Big Bob said as he fished his cellphone out of his pocket to take a call. "Yeah?" he answered gruffly, but his tough demeanor melted away from the voice on the other end. "Olga! How have you been? I haven't heard from you in ages! What's that?...nah…I'm not in the middle of anything, you know I've always got time to talk with you…"

She should have known, Helga thought bitterly. As Big Bob continued his phone conversation and completely rebuffed his youngest daughter, Helga clenched her fists tightly to her sides and went for the stairs. As she ascended the steps, it was almost as if she were literally walking into a dark cloud of her own feelings of hurt, betrayal and abandonment. Her day, quite frankly, could not get any worse.

And in the recesses of her mind, a little voice spoke up. One that poked its head up whenever Helga let the dark cloud of her emotions consume her. It was a tiny voice, but it was very powerful.

_It would be better if I was never born._


	10. Chapter 10(?)

_People assume that time is a strict progression of cause to effect. But actually from a non-linear, non-subjective viewpoint it's more like a big ball of wibbly-wobbly timey-wimey... stuff._


	11. Chapter 11

"Phoebe…Phoebe, wake up…"

Helga gently nudged Phoebe, who was slumbering in her bed. Phoebe looked as though she was having a fitful sleep, and initially refused to awake.

"Come on, Phoebe…" Helga whispered, nudging her again. "You have to get up. Gloria…"

This time Phoebe's shot open. There she saw Helga in front of her, but also, standing against her bedroom wall, she saw Gloria and Lila, standing in silence.

"It's time," said Gloria, gravely.

* * *

><p>Phoebe stood alone in the witch's labyrinth, a literal maze of long winding corridors. She knelt against a corner, panting heavily, fencing blade in hand, and waited. Waited until…<p>

_Every night when I get home_

_The monkey's on the table,_

_Take a stick and knock it off,_

At the third verse of the song, Phoebe leapt high in the air, revealing that the maze in fact consisted of thousands upon thousands of gigantic Jack-in-the-box. A single box had opened and Phoebe made a beeline for its core.

_URR! URR!_

Wrong again. A barrage of dodgeballs escaped from the box's opening, assailing a dummy version of Phoebe. Phoebe wound up back at the base of the labyrinth, kneeling on her blade, and attempted to catch her breath.

* * *

><p>Helga, Gloria and Lila waited several yards away outside the witch's labyrinth. Both Gloria and Lila sat patiently in silence, but Helga fidgeted as she sat, wringing the bow from her head and wrestling with it in her hand.<p>

* * *

><p>Phoebe walked earnestly through the corridors, awaiting for her next opportunity.<p>

_Half a pound of __tuppenny__ rice,_

_Half a pound of __treacle__._

_That's the way the money goes,_

Phoebe leapt again, this time summoning several blades to rain down upon the opening of another Jack-in-the-box.

_URR! URR!_

At first, there was nothing. Then, several giant darts fired out of the box at breakneck speed, almost faster than Phoebe could react. The dummy self that she left in her place was transformed into a veritable pincushion. But Phoebe didn't fare much better; she reappeared crumbled on the ground, a pool of blood slowly growing around her. A giant dart found itself lodged deep in her abdomen.

* * *

><p>Helga began to pace back and forth, both frustrated and annoyed that the other two Puella Magi could remain so calm.<p>

"She's taking too long…why is she taking so long…?"

Lila gave Helga a bemused smirk. "Relax, Helga."

Helga shot Lila a nasty glare. "I don't see why you couldn't go in and check up on her."

"You wanted us to train her," spoke Gloria, breaking her silence. "So we trained her. But she won't always have the luxury of a back-up squad when encountering a witch. This is the ultimate test: if she isn't ready now, then she never will be. Trust me when I say at this stage, failure is a much more merciful outcome."

Helga bristled. She clenched her fist and was about to storm over to Gloria, when Lila unexpectedly took her by the arm.

"Have faith in your best friend, Helga. She'll be alright. I promise."

Helga looked back at Lila, who gave her a reassuring smile, and decided to soften her resolve. Still, she looked towards the labyrinth where her best friend was fighting for her life.

"Phoebe…please be okay."

* * *

><p>With great difficulty, Phoebe slowly got to her knees. The whole right side of her costume was soaked in her own blood, but Phoebe chose to ignore it as she gripped the giant dart with both hands and, with one fluid motion, yanked it out of her body. Phoebe screamed in response to the unnatural sensation of the blade escaping her flesh (she couldn't really classify it as "pain" anymore), and in the next breath coughed up even more blood.<p>

_All around the Mulberry Bush,_

_The monkey chased the weasel._

_The monkey thought 'twas all in fun,_

Using every ounce of her remaining strength, Phoebe used the dart that had previously impaled her to steady herself on her feet. Once again she leapt into the air, just as another Jack-in-the-box opened. This time, one single, regular-sized toy clown appeared, dwarfed by the vast blackness of the gigantic box. This was it; first she lunged the dart as a preliminary strike, then Phoebe drew her blade and prepared to attack again…

She saw it too late. In the blackness, the movement of hundreds of green, vine-like tentacles slithered into sight. A single tentacle shot out and wrapped itself around Phoebe's ankles, dragging her down into the Jack-in-the-box. The lid closed and there was no more movement.

_**Pop goes the weasel.**_

* * *

><p>"Grr…I can't take it anymore!" Helga stopped pacing back and forth and directed her anger at the other two girls. Lila was sharpening her scythe while Gloria was coddling one of her sheep.<p>

"She should be finished by now!"

"You're right," replied Gloria, still petting her sheep. "She should be."

Enraged, Helga went up to Gloria and swatted her hand in front of her, causing the sheep to dissipate in a surprised bleat.

"Well, if you won't help her, then I will!"

"Don't be stupid. You wouldn't stand a chance in there."

"Oh yeah? Watch me!"

"Look!" Lila pointed into the distance; the space encompassing the labyrinth fluctuated, then finally evaporated in an instant. "She broke the witch's barrier!"

"She did it," exclaimed Gloria, almost in disbelief.

"Phoebe…Phoebe, I'm coming!" Helga ran at full speed towards the spot where the labyrinth originally stood; Gloria and Lila had no choice but to follow suit.

* * *

><p>Eventually they found her. Bloodied from head to toe. Standing, but in a daze. The head of the Jack-in-the-box clown in her head. Phoebe had indeed won.<p>

Helga immediately went to Phoebe and literally crushed her in a hug. "I was so worried! I'm so glad your okay."

Helga noticed that Phoebe did not return her hug. She pulled back slightly to look her friend in the face.

"Phoebe…?"

Phoebe looked catatonic. In fact, she didn't even blink. Helga waved a hand in front of her face; no response.

"Phoebe? Phoebe…it's okay. You won!"

The clown head glowed and morphed into a grief seed. Without moving her head, Phoebe raised the grief seed to eye level so that she may look at it. She stared intently. A single tear tricked down Phoebe's face. Then another. And another. Then streams of tears trickled from her eyes. Phoebe dropped the grief seed and brought her hands to her face. Then she crumpled to the ground and wept hysterically.

Gloria shook her head. "She's too far gone," she said to Lila, and turned and stormed away. Lila could only stand as watch as Helga tried in vain to console her best friend.

"I can't do this, Helga…I can't…I_ CAN'T_…"

"Sure you can! I know it's difficult now, but…with more practice, I'm sure you'll get better…"

"I don't WANT to get better! What am I doing this for, Helga?! Fighting these atrocious creatures…and for what? Just so I can have the honour of surviving long enough to fight even more?! It's a vicious cycle, Helga…a horrible, viciously redundant cycle…!"

"Phoebe…"

"Please leave me alone."

"But Phoebe…"

"I said _LEAVE ME ALONE!_"

Lila pulled Helga away just in time as a wall of swords erupted from the ground, separating Phoebe from the others.

"Let's give her some space," said Lila solemnly.

Reluctantly, Helga nodded and the two of them turned and walked away, allowing Phoebe to wallow in peace.

* * *

><p>"I just don't understand," said Helga as the two of them walked to meet Gloira. "You know her, Lila, we're all in the same class together…this isn't like Phoebe at all…"<p>

"Hey, Helga…" Gloria said, cautiously.

"What is it now, Sheep Girl?"

Gloria refused to meet her eye when she spoke again: "Don't hate me for saying this…but maybe it's time you give up on your friend."

"What?"

"We've tried our best to help her, but Phoebe is a lost cause. I think it's best that we cut our losses and let nature take its course."

"'Let nature take its course'? What the hell is that supposed to mean? That's my best friend you're talking about, and you just want me to abandon her?!"

"Easy, Helga…" Lila placed her hand on Helga's shoulder, but she brusquely brushed her aside. "This isn't fair. Phoebe is the last girl that any of this should have happened to! I almost wish…"

Helga paused. Both Lila and Gloria regarded her seriously. Hands in clenched fists at her side, her voiced lodged with emotion, Helga looked at the ground.

"I wish I could take Phoebe's place."

_THAT IS A VERY VIABLE WISH_. The three girls turned to look at Kyuubey, who had silently made his way into the area and overheard the conversation. Reflexively, Lila pulled out her scythe.

"Absolutely not," snapped Gloria.

"Well, why not?" snapped back Helga. "It's my right, I should be able to wish for whatever I want."

"I don't think so."

"I couldn't possibly be any worse than Phoebe. And Lila, you'd finally be getting what you wanted."

At that, Lila's resolve faltered. She lowered the scythe as she contemplated the possibility…

Gloria, however, was adamant. "You are NOT making a wish, Helga."

"Why are you so against my making a wish? If I want to ruin my own life, shouldn't I be allowed to do so freely?"

"Don't you get it? This isn't about you anymore."

"What?! What are you talking about?"

"Yeah, what ARE you talking about?" asked Lila.

_I ASSUME YOU HAVE NOT TOLD THEM._

Helga looked back and forth between Gloria and Kyuubey, then narrowed her eyes. "Told me what?"

Gloria sighed. "There is…one other power I possess. It's not very useful for fighting, but…"

"What is it?"

"I have the ability to…foresee the future. But only the bad – cataclysmic events. I use it to my advantage, to try to stop the awful events from occurring. Sometimes I'm successful, sometimes I'm not. Recently I had the most horrific vision of all. And it involved you, Helga."

Helga was stunned. "Me? What about me?"

"In my vision you made a contract with Kyuubey. But instead of becoming a Magical Girl, you became a terrible monster. You were like this gigantic, destructive , heart-shaped monolith in the middle of the city, consuming everything in your path. Your reach was terrible – it was like you had the ability to sap all the joy and hope out of Hillwood. Kids were disappearing, adults were being murdered, suicides were at an all time high. But you just kept getting stronger and stronger…and there was no way to stop you."

"What did I wish for?"

"I don't know. The visions aren't always exact, and I can't always see everything. I just know that in order to avoid that horrible fate, you cannot make a contract with Kyuubey."

Gloria approached Helga and placed both hands on each of her shoulders, then looked her straight in the eye.

"Please, Helga. Promise me. It's for all our sakes."

"Just one question."

"Sure."

"You said you could see disasters before they occur. Did you see me drowning that one day?"

"…Yes I did."

"But you didn't KNOW it was me, did you? If you knew who you were saving, you would have let me drown…wouldn't you?"

"Yes. It would have been a lot easier. And it would have saved me the futile trouble of training Phoebe, when we both know she hasn't got a chance."

Helga pushed Gloria away. "You fucking bitch. Stay the hell away from me." She backed away, pointing a finger at both Gloria and Lila. "You too. What I decide to do is my own business."

"Helga, if you make that wish…"

"You'll what, kill me? Go ahead, I'm right here." Helga outstretched her arms and challenged Gloria to make a move, but she remained where she stood.

"I thought so. See, you could've saved the world right now. But you and your messed-up moral code would rather watch me destroy it. Now I gotta go talk to Phoebe."

As Helga left the area, Lila looked at Gloria in confusion. "Aren't you going to stop her?"

Gloria shook her head in defeat. "There's no point. If she's made up her mind to trade places with Phoebe, then I guess there's nothing more I can do. Hillwood is doomed."

"Maybe the wish she's going to make is different from the wish she made in your vision. Will that affect the outcome?"

"Possibly. That's what I'm hoping. In my vision, Phoebe wasn't present, but I did see a boy with a football-shaped head, so perh-….hey, are you alright?"

Lila went pale. "We've got to stop Helga."

* * *

><p>"Phoebe! Phoebe!" Helga returned to the location where she had left Phoebe, only to find that she was no longer there.<p>

Phoebe had in fact went back to the hospital that housed her mother and father. Her father's state had deteriorated since she last saw him. She sat at the footstool next to her mother's bed and wiped her forehead with a damp cloth.

"A lot has happened since you went comatose, Mother," said Phoebe, though she didn't expect a response. "…I sold my soul to rescue you. I fight witches now. Helga hates me. And I'll probably never be a normal nine year-old girl ever again." She set the cloth down. "I just wish you could hear me right now…"

She set her head on her mother's stomach and began to cry. Suddenly, her mother's eyes fluttered open. She placed a reassuring hand on her daughter's head and stroked it. "Hello," she said in a voice slightly raspy from lack of use.

Phoebe looked up, her face lit with overwhelming joy. "You're awake!"

Mrs. Heyerdahl sat up and stretched. "I was just having a really long nap." She yawned and looked around at her surroundings. "Where am I?"

"You're in the hospital. You've been here for over a week. Oh, I'm so glad you're okay!"

Phoebe dove her face into her mother , who proceeded to stroke her hair. "How nice. Can I ask you a question, sweetie? What's your name?"

Phoebe's face fell. She pulled away from her mother and looked her in the (now eerily vacant) eyes. "It's…Phoebe."

Mrs. Heyerdahl smiled broadly. "Phoebe….Phoebe. What a nice name. Can I be Phoebe, too?"

Phoebe shook her head slowly, the realization setting in. "No…"

"What if I had a daughter, could I name her Phoebe? Oh, I wish I had a daughter just like you!"

Suddenly, across the room, Phoebe's father began to flatline. Phoebe backed away from her mother and ran out of the room just as a group of doctors came in to try and save his life. Phoebe's mother stared on innocently as her husband slipped away before her eyes.

* * *

><p>Phoebe jumped out of the nearest window, not caring who saw her, and ran down the sidewalk, covering her eyes with her hands. She turned into an abandoned alleyway, sat next to a garbage can and bawled her eyes out. After proceeding to do that for several minutes, she gradually just stopped. Drained, Phoebe stared straight ahead at nothing in particular, as though had she suddenly reached some sort of epiphany. She simply stood up, pulled out her soul gem (its blue hue almost completely overshadowed by murky black) and transformed into her Puella Magi costume. Just as she stepped out of the alleyway, she bumped into Gerald, who appropriately reacted as if he'd seen a ghost.<p>

"P-Phoebe! Oh my God! You're alive!" Overcome by emotion, Gerald wrapped his arms around her. Just as he realized her feeling was a bit off, Gerald felt a sharp pain run through his back. For as he was hugging the dummy version of Phoebe, the real Phoebe reappeared behind him and stabbed him through with one of her fencing blades.


	12. Chapter 12

Ruth was napping on Arnold's couch, but was abruptly woken up when he entered the room frantically.

"Arnold, what is it?"

Arnold threw his backpack on the bed and was already almost halfway out the door again when he noticed Ruth. "I can't stay. Grandpa said he got a call from Gerald's parents; he's in the hospital.

"What? Well, what happened?"

"They're not sure. They think he was mugged, someone stabbed him on his way home. I'll see you later."

"Wait!"

"What?"

Ruth sat up on the couch. To her, the whole scenario sounded slightly off. "Maybe you shouldn't go…"

"Why not?"

"Because…they might follow you…"

"They? Who's 'they'?"

"Arnold…I've got a really bad feeling about this…they could have done this as a trap…"

"Who?"

"The girls that are after me! Maybe they're trying to lure you out to get a better shot at me…"

"So that's it, then," Arnold stared Ruth down, upset. This isn't about keeping me safe. This is about you. You only care about yourself."

"No, Arnold, it isn't like that at all! Look, you don't understand…"

"No, _you_ don't understand," snapped Arnold, who approached Ruth and pointed his finger at her. "My best friend is in the hospital. My other friend is dead. But you'd rather I stay in here and hide like you. Like a coward."

Ruth flinched at the label and hung her head in shame. Just as Arnold was closing the door behind him, he looked at Ruth and said, "You can't hide in my room forever. Sooner or later, those girls you're running away from? They WILL find you. But it's up to you to decide if you're going to keep running, or do something about it and face your fears."

Arnold left the room. Ruth said nothing; instead she just curled up on Arnold's couch and gripped her legs tightly close to her chest.

* * *

><p>Helga found her self in front of the Heyerdahl residence once again, but this time she stood before the dojo attached to the side of the house. She had a feeling Phoebe would return to this place, and the trail of rice she had followed confirmed her suspicions. Helga struggled to open the outside door leading into the dojo; it was no use, locked. She ran up the front steps to the main door and tried her luck with the knob; again, locked. Frustrated, Helga banged her fist on the door.<p>

"Phoebe!...open up, Phoebe! Please…!"

There was no response. In her peripheral vision, Helga noticed the group of empty garbage cans next to the front porch. Without a second thought, Helga jumped the porch, grabbed one of the cans, and heaved it at one the closed windows, shattering it open. She used the other garbage cans to prop herself into the window, trying her best to avoid the broken glass, but still suffering a few cuts and scrapes. She brushed the debris off her dress and walked down the hallway towards the dojo.

"Phoebe! I'm inside now…!"

Helga had been in the dojo a few times before, whenever Phoebe and her father would engage in a friendly sparring match (though, the fights looked anything but friendly – it's actually what kept Helga engaged enough to sit down and watch). She had a feeling Phoebe would come back here; it probably represented her most vivid memory of her life as a child in a loving, caring family. Her father would bow to her whenever she took a point, and her mother would always bring fresh lemonade at the end of their matches. In their own little way, Phoebe really did have the perfect life. But now…

The inside door to the dojo was unlocked. Helga slowly pushed the door open, drawing out the long, creaking sound of the wood. It was pitch black inside.

"Phoebe…"

Her best friend was in here. She knew it. She could sense it. But the second she stepped completely inside the room, her blood ran cold. She knew that whatever she was about to see when she turned on the lights, she wasn't going to like.

Helga flicked on the light switch.

A figure hanging from a rope dangled inches from her face, causing Helga to scream and fall on the floor. Her fall was cushioned by a pile of rice directly underneath the hanging effigy. It wasn't Phoebe, of course, but another one of her dummy substitutes. In fact, the entire room was littered with dummies, and all were various stages of suicidal positions. A couple were skewered straight through with swords in the neck, skull, and even eyes. Another still was a pile of ashes on the floor; an empty gasoline can stood next to the smouldering mess. Even more horrifying, a few of the dummies were torn limb from limb, with only a torso leaking rice lying abandoned on the floor. All throughout the dojo several mounds of white rice were scattered in the chaos.

In the centre of a room stood a cocoon made entirely of swords. From it, Helga could detect the faint sound of crying.

Helga leapt into action. Ignoring the pain shooting through her lacerated hands, Helga pushed her way through the sharp barbs of the cocoon until she reached its core. From there she grabbed Phoebe and pulled the wreck of the girl out into the open. Only when she saw her face did Helga realize that Phoebe wasn't crying. She was _laughing_.

"What's the matter with you? Phoebe!"

"Self-administered euthanasia," responded Phoebe. "A noble experiment met with profound failure, as expiration appears to be my ultimate design flaw."

"Phoebe…you're scaring me…we need to get you to Gloria, NOW."

"Ah…that is quite the profound, existential conundrum, wouldn't you say?"

"Stop it!" yelled Helga. "Just speak…words!"

Phoebe raised her hand to Helga's face; in her palm, she held her soul gem, now virtually pitch black from taint.

"Look at your soul gem! It's black! You've got to use your grief seed right now!"

But Phoebe ignored Helga's demand and started humming to herself. Helga started digging in Phoebe's pockets but both came up empty. "Didn't you just defeat a witch? Where's your grief seed?"

"I lost it," chirped Phoebe, and continued to hum.

"_Dammit!" _Helga stood up and scoured the room for the missing grief seed. She sifted the rice to and fro, and felt like she was literally looking for a needle in a haystack. Meanwhile, Phoebe remained on the ground and continued to hum an upbeat tune.

As Helga sifted through yet another mound of rice near the door, her hand brushed against something cold and sharp. The grief seed! Helga reached out for the grief seed, but just as her hand had made contact, a magenta-coloured high-heeled shoe slammed on top of it, pinning her in place.

"Well, well, well," said Simone. "What do we have here? I believe we've found a grief seed. Go ahead, Cookie, you've earned that one."

_POP!_ Cookie appeared suddenly next to Simone. Another _POP!_ and the grief seed vanished from Helga's grip and re-appeared in the gum-chewing girl's own. She turned back into a civilian long enough to cleanse her soul gem.

"Goodness…Phoebe's certainly seen better days, hasn't she?"

Simone lifted her foot long enough for Helga to roll over on her side and grip her damaged hand, a few bones undoubtedly shattered. But it didn't stop her from getting to her feet and attempting to attack the girls. This, of course, left Helga with a strong slap to the face courtesy of Simone.

"Silly girl…I don't think you know who you're up against."

Helga willed her body in a sitting position and smirked. "Oh, I know, alright. But it's hard to recognize you without a gallon of lime green gelatin on your head."

Simone glared at her coldly. "_You_…now I remember you…" in a few short strides she was in front of Helga, and lifted her off the ground by her throat. "I don't need my powers…I'll finish you with my bare hands…"

Helga struggled for air as Simone literally tried to crush the life out of her. "_P-Phoebe…_"

"Don't bother. There's no one who can help you now."

There was a movement, and in the next instant, Cookie was crucified to the wall, her hands at feet splayed out, pinned by four swords. All eyes turned to Phoebe, who was now standing up, her head looking down at the ground, as if she were in a trance.

"Help – a verb. To make things easier for someone in their time of need. Synonyms: aid, abet, assist, alleviate, lend a hand, save…"

Phoebe removed her glasses and started to twist them in her hands, as though she were twisting a wad of paper. Naturally, the glass broke in her hands, and drops of blood seeped between her fingers. By the time it reached the ground, however, the droplets of blood transformed into grains of rice, and went _tap-tap-tap_ as they hit the floor.

"Look at me. An abomination that bleeds rice. My father is dead. My mother doesn't even recognize me. And I've harmed the ones that care about me the most."

Phoebe brought her hand to her face and sobbed for a bit. "All I wanted to do was help. But what was the point of making that wish if I couldn't even help myself?"

Phoebe looked up, and Helga knew that she would forever have that image seared into her memory. Phoebe's bloody face, with tears streaming down, smiling at her.

_"I'm such a failure."_

* * *

><p>At that very moment, Gerald sat up from his hospital bed, startling his parents and Arnold.<p>

"Phoebe!"

* * *

><p>At that very moment, Lila and Gloria paused and looked at each other in horrific realization.<p>

"Phoebe!"

* * *

><p><em>CRACK!<em>

Her soul gem went off like an atomic bomb. Helga, Simone, and Cookie were blown away. The last thing Helga remembered seeing was the dojo around her vanishing and Phoebe's lifeless body collapsing to the ground.

_"PHOEBE!"_


	13. Chapter 13

Helga opened her eyes to a scene of chaos. Somehow she found herself standing in the middle of witch's labyrinth… but how did she get here?

It didn't matter. What mattered to her was that she find Phoebe and get the heck out.

"Phoebe!" Helga's voice took on a weird consistency when she yelled; it was as though she were screaming in a vacuum and an echo chamber at the same time.

She surveyed her surroundings. She was standing on a hard, flat surface…concrete?...no, metal…a desk? She was standing on a giant desk, not unlike the one she sat in front of in school. In fact, the entire labyrinth greatly resembled a large-scaled classroom, except that is spun in an infinite loop, as though it were in a wind tunnel.

Several yards away, in the very centre of the loop, Helga spied a figure sitting hunched over on a stool. Unlike everything else, the figure was not rotating, instead remaining fixed in the same spot. The figure's back was to Helga, and it looked to be wearing a large conical hat…a dunce cap?

"Phoebe! Don't worry, I'll get us out of here!"

* * *

><p>Simone and Cookie were closer to the figure; they were standing on a giant teacher's desk just a few hundred metres away, also located in the centre of the loop.<p>

"There's our target," announced Simone. "This one's mine."

Simone ran at full tilt along the length of the desk, and was halfway across when she was ambushed from above. Several giant rubber stamps appeared overhead and began slamming down on the desk in an attempt to crush her. Simone was able to dodge the first wave, but discovered she was getting pursued by a persistent round rubber stamp that impressed a giant red letter F on the desk. She eventually lost her footing and fell, making herself vulnerable to being crushed.

Just as the stamp came crashing down, however, Simone used her powers to halt it in its tracks. She could only keep it up for a few seconds, but it was enough time for Cookie to _POP!_ to Simone's aid, grab her, and _POP!_ them both out of harm's way.

Even when out of danger, Simone was struggling to catch her breath; using her powers had exhausted a considerable amount of her magic. Cookie looked concerned, but her friend quickly brushed her off.

"It's nothing, I'm fine," Simone insisted. It was then that she noticed Helga in the distance, very slowly making her way from desk to desk.

"New plan, Cookie - I want you to kill that pig-tailed little brat."

* * *

><p>Helga felt disoriented; she had no way of knowing if she was right-side up or she was upside-down, whether or not she was flipped 180 degrees, her centre of gravity was firmly placed on the desks onto which she hopped. This was important – even though the desks moved in alternating rows either clockwise or counterclockwise, should she make an error and time her jumps wrong, Helga would fall through the space between and into the void, lost for all eternity.<p>

Just as Helga was preparing to leap onto a another floating desk, Cookie popped into her path unexpectedly. This caused Helga to stop in her tracks, but before she could turn around and run, Cookie swiped at her with her pugil stick, knocking her to the right and causing her to slide toward the edge of the desk. Helga saved herself by grabbing on to the edge, but she could only do so with one hand, as her other hand was still injured from when Simone had slammed down her heel.

As Helga hung on for dear life to the edge, Cookie teleported several feet in the air above her initial spot and chucked her pugil stick so that it hurtled towards her. At the speed it came down, Helga had only two options: let go and drop to her doom, or stay put and be flattened to death by the force of the pugil stick. Helga chose the latter, hoping that the weapon would miss its mark.

Helga chose right; the pugil stick suddenly veered way off course. At first she thought it was dumb luck, but when she felt a sudden breeze, she knew someone else had intervened.

Lila came out of nowhere and struck Cookie with her scythe. But rather than simply slice her through, she jutted her hard in the stomach with the butt end of her scythe. This caught Cookie offguard, causing her to open her mouth and spit out her gum, which turned out to be an exceptionally shiny, amorphous soul gem. The gem sailed out of her mouth and into the void.

Cookie gasped, and then her lifeless body fell from the air and followed her gem into the void, vanishing forever.

At last, Helga could hang on no longer; she let go of the desk. Just in the nick of time, Gloria grabbed her hand and pulled her up to safety. "Are you alright?" she asked.

Before Helga could respond, Lila was at her side, embracing her. "I was so worried! I thought they got to you. I thought I lost you…I'm so happy you're alright."

Helga pushed Lila away. "Get your hands off me!"

Lila was crestfallen. "But Helga…"

"Look, Lila – I'm really happy that you decided to embrace your whole "Puella Magi Pride" side and all that jazz, but you…I just…I can't be the solution to your problems, OK?"

Lila backed away, stunned.

"Is that any way to talk to someone who just saved your life?" scolded Gloria.

"I'm not the one who needs help right now," retorted Helga, pointing to the figure in the distance. "Look at Phoebe! I don't know where this witch came from, or why it decided to target Phoebe, but right now we've got to save her!"

"Helga…"

"Aren't you listening to me?! A witch, somehow it…I dunno, it possessed Phoebe…I mean…that's the only explanation for why she's been acting so strange…right…?"

Gloria looked earnestly at Helga.

"Helga…I want you to listen very closely to me…"

"You _can_ save her….right…?"

Gloria shook her head.

"So…what will happen to her?"

"It's already happened."

"W-what?"

"Look around, Helga. Take a good look around…and tell me what you see."

Perplexed, Helga obeyed and forced herself to take in her soundings once more. She was in a witch's labyrinth, obviously. It resembled a classroom – there were desks, a chalkboard, a teacher's work area; blackboard erasers, paper airplanes and pencils flew overhead in the sky.

And then there was Phoebe. Hunched over on the stool. Wearing the dunce cap. She looked so tortured, so miserable in that spot. She looked defeated, like a…

_I'm such a failure._

Suddenly it hit her. Helga slowly fell to her knees as she let the realization slowly sink in.

"Phoebe wasn't taken by the witch. _Phoebe is the witch_."

Gloria nodded somberly, placing a comforting hand on her shoulder.

"Everything you see here…it was born from Phoebe's despair. Phoebe chose to wallow in the grief and regret of her wish, and as a result it manifested itself into the space we now occupy."

Helga stared in horror at what her best friend had created from her suffering…and instantly became enraged.

"Well that's just fan-_FREAKING_-tastic!" she spat bitterly, standing up. "I suppose it's for the best, huh? You bust your ass to prevent me from making a wish, and now instead of me turning into a horrible apocalyptic creature, my best friend gets the honour instead!"

"Helga, I swear, I didn't mean for this to happen!"

"I am so SICK of your lies! What else haven't you told me, huh? Do you all tend to randomly self-destruct at the drop of a hat, too? I can't believe I trusted you!"

"She certainly was a powerful magical girl."

Helga and Gloria diverted their attention to Lila, who stood away from the group, her back to them, and was staring ever-so-intently at the witch-Phoebe. "I mean…she'd have to be, in order to make such an impressive labyrinth."

"It's one of the largest I've ever seen…" admitted Gloria.

"Yeah…I'm sure you're not surprised, Helga? I bet that's why she was your best friend – you saw the strength in her that others didn't."

Helga didn't respond.

Without warning, Lila turned around grabbed Helga and gave her a long, passionate kiss on the lips. Helga freed herself from her grip and backed away. Lila smiled at her and winked.

"If you're going to hate me, I want it to be for a good reason."

As Helga went into a hacking and spitting fit, she distanced herself from the other two girls.

"Hey…Gloria," began Lila. "You mind doing me a favour and…getting out of here? Take Helga with you. She doesn't need to see this."

"Doesn't need to see what?" asked Helga. "Why do you want me to leave—?"

"Are you sure?" asked Gloria hesitantly. She understood Lila's request, but didn't like it one bit.

"I'm sure. Make sure Helga gets out safely."

"I'm not going anywhere! What are you planning to do?"

Several trees shot up from the ground between where Lila and the other girls stood. Gloria grabbed Helga's hand and started to pull her away.

"No…hey! What's going on? She's not doing what I think she's doing, is she? Lila? Lila! Get back here!"

"I'm sorry I have to do this, Helga…"

"Do wha—?"

Gloria snapped her fingers and Helga immediately lost consciousness. She took the slumbering fourth-grader in her arms. She looked at Lila gravely.

"You don't have to do this…"

"Yes, I do. I don't know how Helga does it. Unrequited love is such a painful thing, and she's dealt with it for almost her whole life. I've dealt with it for barely a week, and I can't live with it anymore…"

Two gigantic, black wings made of shadows appeared from Lila's back as she backed away from the barrier of trees and towards her target. "Better get going."

Gloria nodded and retreated in the opposite direction. Lila, however, pulled out her scythe and walked towards the edge of the desk, then dropped into the void. Seconds later, she reappeared, but as a giant black tornado, hurtling its way towards the core of the witch's labyrinth. There Phoebe sat, stoically, pitifully, but fully receptive of her fate.

_I hope Arnold makes you happy someday…I'm just sorry that I couldn't._

The scythe came down. Two lives were extinguished at once.

* * *

><p>Arnold made his way home as quickly as possible. Gerald had acted hysterically when he woke up earlier in the hospital. He kept insisting that he had run into Phoebe and that she was the one that attacked him. But everyone knew that Phoebe was dead, that there was no way that could possibly have happened…could it?<p>

Arnold wasn't sure. A lot of weird things had been going on lately, and it all coincided around the time when Ruth appeared in his room. Somehow, someway…he knew that Ruth was involved.

Arnold ran up the steps to his room in the attic and burst through the door, making a beeline for the closet. "Alright, now what's going on-?"

He gasped. Save for his clothing and pairs of shoes, the closet was empty. Arnold had finally gotten his wish.

Ruth had left.


	14. Chapter 14

It was getting dark. Ruth trudged dutifully down the deserted sidewalk, a girl with a mission, with a purpose. She spent several hours mulling over Arnold's words, turning them over in her head, and eventually they did stick.

He was right. She _had_ been a coward. But no more.

She had tired of hiding in the closet. And she was certain her parents were worried sick about her.

She cut through an alley, her eagerness to reunite with home growing with every passing step.

_Besides_, Ruth thought, hopefully, _perhaps the others had forgotten their grudge over me. If they really wanted to, they would've found me already._ After all, they DID have magical powers, and she…

A flash of magenta overhead caught Ruth's eyes, and her blood went ice cold. It can't be. It couldn't be. What were the odds, at this very time, at this very place…?

Instinctively Ruth took refuge behind a pile of discarded newspapers. Seconds later, the flash of pink reappeared and landed in the area that Ruth had just occupied.

Shit.

It was Simone.

Shit. _Shit._

Ruth's pulse quickened. Sweat trickled down her face. What horrible luck! After all this time spent avoiding them, she happens to accidentally stumble upon them when she at last found some courage.

Ruth hazarded a glance at her fellow (former) sixth grader. She certainly looked worse for wear. Simone was breathing heavily and leaning against a nearby brick wall trying to maintain her composure. She dug in her pocket and pulled out a grief seed. She transformed into her civilian clothes and was about to purify her soul gem when she was alerted to the fact that she was not alone. Ruth was so involved in spying that she accidentally knocked over an empty Yahoo! bottle on the pile which crashed loudly on the ground.

_SHIT._

Simone looked up just as Ruth pinned herself against flat against her only means of concealment.

At first she simply stared in the direction of the noise. But then Ruth could make out the faint sound of her walking towards her.

_This is it_, thought Ruth. _Just as my nightmare predicted. I'm going to die…_

Ruth started to silently cry, not caring if her pursuer could her hear. "I don't want to die…"

_YOU DON'T HAVE TO._

Kyuubey suddenly appeared before Ruth' feet.

_WOULD YOU LIKE TO WISH FOR THE OPPORTUNITY TO CHANGE YOUR FATE? AT THE COST OF YOUR SOUL?_

"Please…I don't wish to be found!"

_IF THAT IS YOUR WISH…_

"Yes, please! Just do it!"

Simone moved the newspapers aside, but all she saw was Kyubey grinning back at her.

"Oh, it's YOU."

_WERE YOU EXPECTING SOMEONE ELSE?_

She ignored the question and walked away from the creature, annoyed. She had no idea that Ruth was still sitting before her in the exact same spot.

Simone took to the task of cleansing her soul gem. To her chagrin, however, even after the exchange, her soul gem was only slightly less murky than before, as if she barely touched it to the now-depleted grief seed.

She turned and saw Kyubey still staring at her.

"What are you looking at?" she spat venomously. She matched Kyubey's gaze with one of her own. Suddenly, Kyubey collapsed and started to twitch violently on the ground, until it exploded into several gory chunks. Ruth cried out in horror at the sight, but Simone didn't seem to heed her outburst.

Simone saw movement in her peripheral vision. She turned and out popped Kyubey from the debris, fresh as a daisy, as though it hadn't spontaneously combusted before her very eyes (Kyubey had numerous copies). She stared it down again, and the process repeated itself, spraying the ground before her with a fresh coat of blood.

"Leave me alone!" she said through gritted teeth. As if to taunt her, a third Kyubey appeared behind her. She turned to glare at it with all the unbridled hatred that she could possibly muster. Kyubey simply grinned back.

_IT SEEMS POINTLESS TO WASTE YOUR ENERGY ON DESTROYING ME, GIVEN YOUR LIMITED MAGIC._

This time Simone didn't fight back, instead choosing to press her balled fists to her head and crumpling to her knees in defeat.

"Why…" she said, more to herself than to the benefit of the white thing. "Why is it so hard for me? The others didn't need nearly enough soul gems as I did…"

_EVERY GIRL IS DIFFERENT,_ stated Kyubey, matter-of-factly._ IT ALL DEPENDS ON THE INDIVIDUAL, THEIR PERSONALITY, AND WHAT THEY CHOSE TO USE THEIR WISH ON. COOKIE AND CONNIE BOTH HAD SOUL GEMS GROOMED FOR ENDURANCE, THOUGH CONNIE'S POWERS WERE MUCH WEAKER OVERALL. AND MARIA WAS QUITE FORTUNATE TO EXCEL IN BOTH STRENGTH AND DURABILITY…_

"Don't mention that name!" Simone yelled. Another Kyubey blew up. Yet another Kyubey came to take its place just as quickly as the last. At this point, Simone didn't care anymore.

"It's not fair…" she said. "I wish I could take it all back. Nothing is worth this."

_OBVIOUSLY THAT'S IMPOSSIBLE. YOU'VE ALREADY TRADED YOUR SOUL FOR THE POWER OF YOUR WISH. YOU HAVE NO MORE SOULS TO GIVE._

"What if I could find a soul to borrow?" Simone said bitterly, not actually meaning her words.

Kyubey, however, took her response literally. _IT IS UNFORTUNATE YOU WERE NOT ON BETTER TERMS WITH THE LATE PHOEBE HEYERDAHL._

Simone turned slowly to look at Kyubey #4. "What are you talking about?"

_PHOEBE HAD A FRIEND THAT WAS WILLING TO TRADE HER SOUL IN EXCHANGE FOR HER OWN. PERHAPS IF YOU WERE BETTER ACQUAINTED WITH PHOEBE, YOU COULD HAVE CONVINCED HER TO HAVE HER FRIEND WISH FOR YOUR SOUL BACK INSTEAD._

Simone stood up. As she looked away her eyes widened, taking in the new-found information. "I didn't know that was possible."

_OF COURSE IT IS POSSIBLE. YOU JUST HAVE TO FIND A PARTY WILLING TO GIVE UP THEIR SOUL IN EXCHANGE FOR NEGATING THE TERM'S OF YOUR WISH'S CONTRACT._

"And if the party is unwilling?"

_AS LONG AS THE WISH IS MADE, THE CONTRACT CAN BE REVERSED. I CAN ONLY ASSUME THE GIRL WHO MAKES SUCH A WISH IS DOING SO BY HER OWN FREE WILL AND NOT UNDER DURESS, SINCE SHE IS EXCHANGING HER SOUL FOR THE OPPORTUNITY TO HAVE HER WISH GRANTED._

"What was the name of Phoebe's friend?"

I BELIEVE HER NAME WAS HELGA.

Simone clenched her fists. "Helga G. Pataki?"

_YOU KNOW HER?_

"Let's just say we're both well acquainted with a special batch of lime green gelatin."

_IT SOUNDS AS IF YOU MAY NOT GET HER APPROVAL._

"On the contrary, Kyubey" replied Simone softly. "After what we've been through together…I think she owes me."

Simone walked out of the alleyway, a sense of purpose coloring her facial features.

Ruth stood up from her spot on the ground. This was bad. This was very, very bad. An innocent girl was going to lose her soul, and she had to do something about it! But who could she warn?

Fortunately, Ruth had also heard the same Helga G. Pataki thrown around by another individual: Arnold.

Ruth ran out of the alleyway, past the oblivious Simone. Her plan was to tell Arnold to warn Helga, and the three of them would leave town (which is what she should have done in the first place, Ruth thought regretfully). And if Simone or the others eventually found her, she would protect them herself. Why, she was a magical girl now!

As she conducted this brilliant plan, she wasn't aware of the green Packard barreling down the road as she crossed. Before she had a chance to react, the Packard was right in front of her…

Then went straight through her.

Ruth watched in confusion as the Packard drove by without even touching its brakes or tapping its horn.

This time, she ran head-on through traffic, but car after car simply as if she wasn't there at all, as if she didn't exist.

She had ran through a puddle but it didn't register to her until she was several steps away, as the puddle made no splash as she walked by. Too scared to turn back and look, Ruth went back to the sidewalk and looked through the windows of a nearby business, which is where she confirmed her biggest fear.

She had no reflection.

She only saw Kyubey in the storefront window. She turned to look at him accusingly.

"What's happened to me?" she screamed. "What did you do to me?"

_I GRANTED YOUR WISH._

"Yeah, duh!" she cried, tears streaming down her face. "I can plainly see that! You know what I can't see? My reflection!"

_OF COURSE NOT. WHY WOULD YOU? YOU ASKED ME TO MAKE IT SO THAT YOU CANNOT BE FOUND, AND I DID JUST THAT. IT WOULD BE TOO EASY TO FIND YOU IF YOU HAD A SHADOW OR CAST A REFLECTION, SO IN EXCHANGE YOUR SOUL, I ERASED EVERYTHING THAT WOULD MAKE YOU IDENTIFIABLE TO THE PHYSICAL WORLD._

"So you turned me into a ghost?!"

_I AM NOT FAMILIAR WITH THE HUMAN CONCEPT OF "GHOSTS". IF YOU MEAN THAT I HAD MADE IT VIRTUALLY IMPOSSIBLE FOR ANYONE TO EVER FIND YOU, THEN YES, I SUPPOSE I MADE YOU A GHOST._

"But I've got to warn Arnold! How can I change back so that people can see me?!"

_SOMEONE WOULD HAVE TO WISH FOR THAT._

"Well…how can someone wish me back if no one knows that I've gone? Or where?!"

Kyubey flicked its tail. _GOODNESS. THAT IS QUITE AN UNFORESEEN PREDICAMENT._

"You'll tell someone, right?" Ruth asked Kyubey, pleading. "You'll tell someone to wish me back? And you'll warn Arnold and Helga before it's too late…won't you?

Kyubey didn't reply, simply opting to turn and walk away.

"H-hey…you'll be back, right? You'll bring help? Of course you'll bring help? You have to…I can't stay like this by myself…forever? I don't want to be alone…I _can't _be alone…I can't…I can't…"

Ruth sat down and hugged her knees, rocking back and forth while repeating her mantra.

Her soul gem would eventually taint and she would succumb to despair and become a witch. But because she had no substance or bearing in the present world, so no one would ever know.


	15. Chapter 15

_What was real anymore? What was reality? Is this a dream? Or am I living in a nightmare? Phoebe…I'm so sorry…I couldn't save you…please forgive me…_

Helga woke up in her own bed. She was in her room, tucked into the covers. The pillow underneath her head was slightly damp; she had been crying in her sleep. Although it was nighttime, the pallor glow of the moon seeped into her room at an almost blinding intensity. There, sitting at her window, looking out onto the city below, was Gloria, still in her Puella Magi garb. She had been keeping watch while Helga slumbered.

"This can't be real…" Helga said, her voice hoarse. Gloria said nothing, so she continued. "Is it true…did Phoebe really become…?"

"A witch," answered Gloria, finishing her question. She then turned to look at Helga, but her face couldn't be seen in the blinding twilight. "Yes. She did. The burden of her wish was too much to bear. As a result, Phoebe relinquished her last shred of humanity and became a witch."

"I don't believe you," Helga said quietly.

"It doesn't matter whether you believe me or not. Those are the facts."

"And you couldn't save her?"

"_Dammit_ – haven't you been listening to a word I've said?" While Helga couldn't see it, she could definitely hear a note of emotion in Gloria's voice. "Once you've made a contract with Kyuubey, you _can't_ be saved. The moment you've sold your soul and become a Magical Girl, you've simultaneously doomed yourself to becoming the very thing you've pledged to destroy."

"So…that means…even you…?"

"Yes, Helga. Even me. Inevitably I'll encounter a fight that I can't win and get killed…or I'll succumb to despair and turn into a witch. That is the fate of all Puella Magi."

Helga sat up; fresh tears streamed down her face. "Phoebe…" she said, burying her face into her lap.

For a while the only sound that could be heard was Helga's stifled sobs. Suddenly the door to room opened; Helga's mother Miriam peeked her head inside.

"Helga…sweetie…" drawled her mother. "Have you seen the Tabasco sauce around lately? I can't seem to find it…"

Helga shook her head but didn't lift it to look at her mother. "No, Miriam. I haven't."

"Uh…okay. Goodnight," Miriam closed the door. That whole time, during the exchange, Gloria was holding her breath, waiting for Miriam to turn her head and notice her, but she never did. Gloria pointed at the door, nonplussed. "I…She…did she even-?"

"Don't ask," shot back Helga; she was rubbing her eyes and trying to regain her composure. Turning to face Gloria, Helga looked at her with puffy, bloodshot eyes. "So…I guess this is it, then. Pheebs is dead. For good, this time."

But now Gloria looked away, choosing instead to look out the window.

"I truly am sorry about your friend, Helga. I wish there was some way I could go back and spare you all this pain..."

"You should've just let me drown."

"Don't say that! If I could find a reason to go on despite my circumstances, then so can you. When you asked me to help Phoebe, I did it because I figured it was the only way I could make you help yourself. You would see your worth to other people, you would see just how much Phoebe needed you during her time as a Puella Magi…"

Helga scoffed. "The only thing I saw…was how much being a Puella Magi truly fucks up a person. So forget it - you got your wish. I have no reason to stick my neck out for anyone, it's not worth it. So I guess you can just leave."

"All right, Helga. I'm going. I wish I could say it was a pleasant experience to have met you, but…"

Gloria sighed and prepared for her departure out the window. But as she looked at the sidewalk below, she spotted Kyuubey staring up back at her.

"What are you—?"

_Figured I'd find you here._

Helga looked around the room in confusion. Someone was communicating telepathically with the two girls, but this time, it wasn't Kyuubey. Gloria glowered – she knew exactly who it was.

_Simone,_ thought Gloria.

_Gloria,_ responded Simone.

_How did you-?_

_Never mind. You're not the one I'm looking for, anyway._

_Is that so?_

_I know who you're with, Gloria._

Gloria turned around to look at Helga, who pointed to herself, now more confused than ever.

_I don't understand, _said Gloria.

_You don't have to,_ responded Simone._ Just know that I'm ready to barter._

_Barter? She doesn't have anything you want._

_Perhaps…but I know I have something that SHE wants._

_And what's that?_

_The one thing she'd be willing to give her soul to protect._

_Nice try. We already know that Phoebe—_

_I'm not talking about PHOEBE._

As they mentally conversed, Helga stood up and walked over to window. In the darkness, Helga spotted an unfamiliar light source in the distance, resembling a large bonfire.

Helga gasped: the fire was coming from the same location as Sunset Arms.

She wouldn't.

She COULDN'T.

A deafening thought rang out that coincided with Helga's bloodcurdling screams.

_ARNOLD!_


	16. Chapter 16

The green Packard parked in front of the Sunset Arms. Grandpa exited the vehicle and entered the building, several grocery bags in tow.

"Pookie, I'm home!" he said as he came through the door. "I went to the store to pick up some supplies - boy, are these bags heavy!"

"I'll help you with those bags, Grandpa," Oskar Kokoshka leapt from his spot on the sofa in the living room and went to Grandpa's side, but Grandpa kicked a leg at him to keep him at bay.

"The heck you will, ya chiselin' freeloader!" threatened Grandpa. "And don't let me catch you laying a hand on these Yahoo! Sodas. I bought these specifically for the Shortman! Where is Arnold anyway?"

"Young Kimba's probably upstairs in his room," replied Grandma, poking her head out from the kitchen and drying a plate with a towel.

Grandpa entered the kitchen and proceeded to put away his purchased items. Also in the kitchen, Ernie Potts was playing solitaire at the kitchen table; Oskar's wife, Suzie Kokoshka, was standing at the kitchen counter, having a cup of coffee.

As Grandpa busied himself with putting things away, Oskar persisted in looking over his shoulder, scoping out the good stuff. Eventually, Grandpa had enough.

"Dangnabbit! What did I tell you about snooping around after I do groceries?"

"I'm just making sure you got the things I like," retorted Oskar.

"Kokoshka, you bum! Lay off the old man!" chided Ernie from his seat at the table. "If you want something bad enough, why don't you just go to the store and get it yourself?"

"I do, all the time!"

"I'm the one that does the actual shopping," chimes in Suzie, laconically. "Oskar just makes the list."

"That's a huge part of the process! Come on, Grandpa, just let me have that bag of chips…"

"When I say no, I mean no! Now get lost!" Grandpa chucked a spoiled head of cabbage at Oskar, who ducked from the assault and quickly fled the area.

"Alright alright – I get the message!"

As Oskar left the kitchen, the doorbell rang. "And just to show you I'm a good sport, I'll answer the door."

"Now who in blue blazes could that be at this hour?" wondered Grandpa out loud.

Grandpa put the rest of the things away, and made his way to the front of the house. He left the kitchen just in time to see Oskar propelled through wall, straight into the living room, by an unknown force.

"Mama Leone!"

Simone came through the front door. She turned to look at Grandpa, who then sailed across the kitchen, and into the kitchen table where Oskar playing cards. Suzie dropped her cup of coffee and screamed, then was shot through the kitchen window by Simone's gaze.

"Good Grief…!" Ernie ducked underneath what remained of the table just as Simone entered the kitchen. "This looks like a job for Ol' Reliable…"

As Simone approached the battered not-so-Steely Phil, Ernie quietly crawled out of the kitchen, slipping past her and then making his way upstairs to the second floor. Grandpa was splayed on the ground; he had a nasty cut on his forehead. His eyes closed, he shook his head and groaned.

Suddenly Simone felt something hit the back of her head. It was a rolling pin; Grandma was behind her, armed with a butcher's knife, but frozen in place out of sheer terror. Simone stared at Grandma; Grandma felt her arms raise on their own, above her head, while still clutching the knife. She then brought it down forcefully, through her chest and into her heart. Grandma crumpled on the floor.

"Guess he's not in here…" Simone said coolly, and exited the kitchen, making her way up the stairs. When she got to the second floor, however, she was ambushed by Mr. Hynnh – wearing his bathrobe and brandishing a broom as a weapon – and Ernie, who had equipped himself with Ol' Reliable, one of his prized sledgehammers.

"End of the line for you, girlie!" said Ernie, as he charged at Simone at full force. She outstretched her hand, and Ernie froze in place. Suddenly he started swinging the sledgehammer around and around, as though he was gearing up for a hammer throw. Faster and faster, unable to control himself, Ernie eventually slammed his hammer into poor Mr. Hynnh, taking him out instantly. Faster still, Ernie suddenly began to move like a propeller in a plane, and levitated off the ground. He shot through both the ceiling and the roof and sailed upwards, far far away from Sunset Arms, over the city and beyond.

Pulling down the chain to the attic, Simone finally found her way to Arnold's room. She blasted away the door, hoping to take him by surprise, but when she entered, Arnold was nowhere to be found.

* * *

><p>Arnold wasn't in his room after all; he was actually taking Abner for a walk. When he returned to the boarding house, he was shocked to find the front door left wide open and horrified to see blood on the floor, the bodies of the boarders splayed about in different rooms.<p>

"Grandma? Grandpa!" Arnold let go of Abner's leash and ran into the kitchen. There, he found his grandmother, lying in a pool of blood with the knife still clutched in her hand, and Grandpa, who managed to sit up against the far wall.

"Grandma!" Arnold went to her aid first, but it soon became apparent that she was long gone. He heard a low groan come from Grandpa's location. "Grandpa…what's happened here?"

Grandpa groaned again. He turned his bloody head slightly to look at Arnold, and reached out a hand, trying to touch him. "Shortman….get out of here, Shortman….run for your life….run…."

At that moment, Simone had returned from upstairs and re-entered the kitchen. Arnold heard her footsteps and turned to face her.

"Who…who are you? Did you do this?"

She ignored the question and took a step towards him, but Arnold immediately stood and held out his arms, forming a barricade between his grandfather and Simone.

Simone placed a hand on her hips. "It's your decision, kid. We can do this the easy way or the hard way."

Arnold narrowed his eyes as he stared the sixth grader down. He was scared, but he was also emboldened by the sudden rage he felt towards this girl who caused so much pain upon her family.

"How could you do this? Don't you have a heart? What kind of a monster are you?"

Simone grimaced. A monster. Is that how people saw her now? Though without her soul, she wasn't exactly human, was she? Soon that would all change. But in the meantime…

Arnold was lifted off the ground. Simone stared at him not with anger, not with spite, but with the cool, detached indifference of someone who had nothing to lose.

"You want to know what kind of monster I am? I'll show you."

* * *

><p>"Arnold!"<p>

By the time Helga and Gloria arrived on the scene, there was nothing left of Sunset Arms except a big smouldering pile of debris. Helga could detect the unsettling tangy aroma of burnt flesh in the air and was almost certain there had been some casualties, but at the moment, all she could think about was finding Arnold and making sure he was safe.

Helga walked to the epicentre of the destruction. Smoke and a few stray flames lazily billowed upward to the sky. At one point she tripped over the charred, indiscernible remains of two victims lying next to each other. Arnold's grandparents? She couldn't bring herself to take a closer look.

Meanwhile, Gloria was just watching from the sidelines. She stooped down to retrieve a small blue cap from the debris. It was riddled with blood and scorch marks. The minute Helga saw it she went to Gloria's side and snatched it away.

"Arnold…?"

"Helga…I'm so sor—"

Helga collapsed to the ground and sobbed hysterically into the hat.

_Good, so I've finally gotten your attention._

Gloria frowned. _What is really necessary to murder all these innocent people?_

_Collateral damage_, Simone responded coolly. _I had to get my message across._

Helga looked up hopefully. "Arnold…where is….?"

_Arnold is with me. If you want him back one piece, then meet me on the rooftop of P.S. 118. Oh, and Gloria? This doesn't concern you. I'd prefer it if Helga came alone._

"He's alive…Arnold's alive…" Helga was so relieved that she actually started to laugh a bit, despite all the death and carnage around her. Gloria backed away slightly, a little unnerved by her response. Helga stopped, however, when she noticed something moving close to where the dead couple lay. Helga crawled over to the source and pulled off the piece of plywood obscuring it from view. Her eyes widened.

"Abner…"

The sole survivor of the Sunset Arms Massacre, Arnold's pet pig looked up dolefully at Helga. He was burnt badly, almost as badly as Phoebe's father in the hospital that day (also unnerving was how the smell of burnt human and burnt pig were almost identical). There was a long gash running from Abner's neck all the way down to his abdomen; his internal organs could almost be seen amidst the copious amounts of blood he was losing. Abner's breathing was shallow and his eyes were glossy, as if he were between sleep and wake. It wouldn't be long now before he passed.

"Can you show me?" Helga asked, staring at the dying Abner.

Gloria blinked. "Helga…that pig is about to die. Also I've never done this on animals alone, let alone…"

"Can you?" repeated Helga, this time more forcefully. "Please…I need to know what happened."

Gloria looked earnestly at Helga, then nodded. "Okay. I'll try."

She knelt beside the two of them, reverting back into her civilian clothes. She outstretched her hand, which was holding her soul gem, and invited Helga to place her hand on top.

Helga's eyes met hers. She nodded and placed her hand over the soul gem.

The tingling feeling returned. Unlike in Phoebe's subconscious, Helga could only see a grey nothingness. She could hear perfectly fine, however, and one voice came through very clearly.

_No, please…why are you doing this?...please, stop...aaaaaaaaaauuuuuu__**AAAUUUGGGHHHH!**_

She heard bones cracking. Arnold screaming, then crying, then whimpering. All while Abner barked in the background. The only thing that became visible in the nothingness was Simone. Cool, indifferent. She turned her head in the direction of the barking and the image went abruptly dark.

Gloria and Helga were thrust back into reality. Gloria looked down; Abner was dead. She saw Helga stand up and walk away slowly from her.

"Helga? What do you want to do?"

Helga stopped in her tracks. She trembled, shaking her fists at her side, clutching Arnold's hat with all her might.

"What do you want to do, Helga?" she repeated.

Helga turned her head to look at Gloria through the corner of her eyes. She had a crazy look in them, even as the tears dropped.

"_I want that bitch's head on a platter."_

* * *

><p>Simone waited patiently on the roof of P.S. 118. She wasn't alone; Kyuubey had gotten wind of the deal that was to go down and it and several of its copies loitered about, expectantly.<p>

A low, dense fog had rolled into the area. There was a creaking noise; Helga appeared at the door leading up to the roof of the school.

Simone smirked. "Took you long enough," she remarked.

"Yeah, yeah, yeah – enough with the small talk," shot back Helga. "Let's get this over and done with." She looked around briefly. "So where is he?"

Simone tilted her head in the direction of a bundled tarp not too far from where she stood. "I got tired of hearing him plead for his life. But I kept my word; he's still breathing."

Helga walked over to the bundled tarp with its conspicuous jutting mound. About three copies of Kyuubey were standing on top of the tarp, so Helga used her hand to forcibly knock them all off. She lifted the tarp.

Simone was right; Arnold was indeed breathing, but he wasn't doing a whole lot else. He was a bloody, broken mess; his blonde hair lay matted against his skin, there were multiple spots on his clothing that were missing, apparently burned off in the blaze at Sunset Arms. Arnold's eyes were swollen shut, though with the amount of damage he sustained to his face and to the rest of his body, it was safe to speculate whether he still had his eyes at all.

"Well?" Simone postured smugly, awaiting an outpouring of emotion from Helga, but instead she simply shrugged and turned to look at her, unimpressed.

"_Hmph_…seriously? Is that all you got? I expected a lot worse."

Simone frowned, disappointed with her response, but quickly pulled herself together. "All right, so you've seen him. Now, are you going to make a wish for me or not?"

"Hang on…" Helga sauntered over to Simone so that she was only a foot feet from her. "You haven't answered what I get out of all this. See, I've got demands…"

"I brought you him. ALIVE. That should be reward enough."

Helga scoffed. "Oh please. Like I really care all that much about a pancake-headed little dweeb. You've underestimated me, Simone."

A trace of anger crossed Simone's face. "So what do you want?"

"Tell me where your soul gem is hidden."

Simone was caught off guard by the question. "What?"

"I notice when you Puella Magi transform, your soul gem reappears on some part of your body. Phoebe's usually appeared around her neck, Gloria's was on the back of her left knee…"

Simone's eyes narrowed. "How did you know that?"

Helga met her gaze. "Oh...I paid attention. I've been hanging around a lot with those losers. You'd be surprised the amount of useful tidbits you pick up."

"I see…fine. I show you my soul gem, and then you'll make your wish?"

"That's the plan."

Simone stared at Helga for several seconds…then turned around and held her brown hair away from the back of her neck. There, nestled behind her right ear, was the soul gem, well-hidden and out of reach.

Suddenly, up from the sky, a low hanging cloud descended rapidly. Gloria had appeared from the cloud and dropped at high velocity, towards Simone, her staff retracted and ready to strike right in her vulnerable area.

At the last second, however, Simone held her hand up in the direction of the descending Gloria, effectively freezing her in place in the air, mid-attack.

"How stupid do you think I am? Never reveal your soul gem location to ANYONE – you're the one who taught me that."

The illusion failed. The fake Helga vanished in a poof, as did the lingering fog. All that remained was a levitating Gloria and an angry Simone, now with all her attention focused on her assailant.

"I'm going to do what I should have done a long time ago…"

Seconds later, Gloria clutched her head and found herself screaming in agony from Simone's mental assault. The Kyuubey copies stood around in the circle, watching silently, their grins frozenly affixed to their faces. Even worse, now that she knew of her Soul gem's location, Simone focused extra hard on Gloria's back knee, twisting the bones and ligaments, eventually hearing the oh-so-satisfying sound of her gem cracking…

"STOP!"

Simone lost her focus and turned to look at the door, simultaneously causing Gloria to fall in a heap on the ground.

It was the real Helga. She was staring ahead, past Simone, past Gloria, to the poor, bloody remnants of Arnold on the floor. In a few short strides she was in front of them; some of the Kyuubey had parted to allow her into the circle.

Angrily, Simone lifted Arnold off the ground and brandished him defiantly. "I will kill him," threatened Simone. "So help me God, I'll murder him where he lies if you attempt another trick over me…"

But Helga shook her head. "No tricks. I promise. I'll do anything you want. Honest. Just…please…let me hold him…just one last time…"

Simone complied, tossing Arnold into her hands. Helga looked intently at Arnold, who began to shudder a little, totally blind and lost at what was transpiring. She could contain herself no longer; Helga held him tightly to her body and softly cried.

"I'm sorry…" she whispered to him. "I'm so so sorry…I promise you…she'll never lay a hand on you again. I'll make sure of it."

Arnold turned his head slightly to the direction of the voice. "H-Helga…?"

Helga gently set him back down on the ground.

"All right," she said. "I'm ready."

A lone Kyuubey stepped out from the circle and walked towards Helga, stopping a few feet in front of her.

_HELGA G. PATAKI, ARE YOU READY TO MAKE A CONTRACT WITH ME AND BECOME A PUELLA MAGI?_

"Yes," she replied.

_WHAT WISH DO WANT GRANTED, AT THE PRICE OF YOUR VERY SOUL?_

This was it. The moment of truth. Helga took a deep breath. "I wish…I wish…"

A hush fell upon the area. In that moment of silence, Helga thought back to the friend she couldn't save, Phoebe. She thought back to the enemy she could never accept or love, Lila. Helga looked at Simone, who was practically bursting with anticipation. She looked at Gloria, who hadn't budged from her spot since she arrived on the roof, and was either dead or had finally just given up. She looked around at the other dozen-or-so Kyuubeys, practically boring holes in her with their powerful stares.

Finally she looked at Arnold. "I love you," she mouthed silently, letting a few final tears fall from her eyes.

And then she looked at Kyuubey.

"I wish I had never been born."

"What? WHAT?"

In an instant, Helga was awash in light. From her feet upwards, her body began to dissipate. As this happened, Simone went into hysterics.

"This wasn't supposed to happen! You were supposed to take my place! How could you make such a stupid wish?!"

Helga didn't answer; instead, her final gesture before being wiped out of existence was to flip Simone the middle finger. And then she was gone.

Simone collapsed to the ground and screamed with all her might. "NO! NO! THIS WASN'T HOW IT WAS SUPPOSED TO BE!"

After Helga had vanished, the multiple Kyuubeys also began to vanish in a flash of light. Simone turned to the one that granted the wish for answers. "What's happening?!"

_GRANTING HELGA'S WISH COMES WITH SUBSTANTIAL CONSEQUENCES_, explained Kyuubey. _BECAUSE SHE WISHED SHE HAD NEVER BEEN BORN, HELGA CREATED A BUTTERFLY EFFECT, BUT IN REVERSE. AS A RESULT, THE LAST 9 YEARS HAVE TO BE RE-WRITTEN SO THAT HELGA IS NOT A PART OF THIS REALITY."_

"Rewritten?! So what does that mean fo—"

Before she could finish her question, Simone disappeared in a flash of light. Then Kyuubey disappeared. Then Gloria, then Arnold. Finally the world disappeared, in its present incarnation. It would only take a fraction of a second, but in that brief moment, space, time, and history were altered so the last nine years of the universe were effectively erased and hastily rewritten to allow for a new reality.

And in this new reality, there was no such thing as Helga G. Pataki.


	17. Chapter 17 - Finale

The city of Hillwood was alive with activity. The hustle and bustle was at its peak during rush hour; people were returning home from work, children were returning home from school, and everyone seemed to be wrapped up in their own personal affairs. Which is why no one seemed to pay any attention to the lanky, curly-haired teenager in an oversized sweater, walking dutifully with an egg-shaped item clutched in her hands.

The item began to glow just as the teenager got a glimpse of a bespectacled Asian girl turning the corner down a less travelled sidewalk. She followed the girl, making sure to keep her distance so it wasn't so obvious that she was trailing her. As she followed, she noticed the egg-shaped item in her hand glowing with increasing intensity. Eventually she found herself in front of an old, abandoned building. She followed the sound of the girl ascending a flight of stairs. The girl in the sweater was taken aback by how many pigeons occupied the building, and all seemed to have their eyes trained upon her…

Phoebe stopped at the top of the flight of steps and walked over to the door of what seemed to be a pigeon coop. Immediately, the girl in the sweater knew that would be a bad idea.

"No, stop!" she cried out, but it was too late. As soon as the coop was open, hundreds of pigeons flew out, darkening the space above them and transforming the building into a labyrinthine complex of Escher-like stairwells.

She had fallen right into a witch's labyrinth.

Overcome by the force of the fleeting birds, Phoebe was knocked off her feet and plummeted to the ground below. Thinking fast, the girl in the sweater pointed the egg-shaped item at the spot directly beneath Phoebe, and a giant trampoline materialized, just in time for her to bounce off and safely land on the ground, unconscious.

The girl ran over to Phoebe to inspect the damage. Phoebe was out cold, and when she examined her neck, she spotted the mark in the shape of a birds wing.

The girl exhaled. "A witch's kiss."

To her surprise, she saw that Phoebe was regaining consciousness. When she opened her eyes, Phoebe looked at the girl in confusion.

"W-what's going on? Where am I?"

The sweater girl gave her a reassuring grin. "It's OK. You're safe for now. Funny, not many victims of a witch's kiss are awake so quickly."

"I beg your pardon?"

The girl helped Phoebe to her feet. "Come on. I've got to get you out of here before it's too late."

Still disoriented, Phoebe could only nod and comply, and the two girls traversed the expanse of the labyrinth, walking up stairs and down stairs, but never seeming to make any progress.

After several minutes of this, Phoebe finally spoke up. "Excuse me, but…are you sure you know where we're going?"

The girl turned around and gave Phoebe a sheepish grin. "Well, actually, I'm kinda new at this. See, I usually work with a group, but this is my first time stumbling upon a witch on my own…"

As she spoke, Phoebe took in the girl's features. She was taller than herself, but she didn't look or act very grown up. She had caramel colored-skin and long curly hair that she kept tied back in a messy, frizzy ponytail. For some reason, Phoebe was hit with an incredible case of déjà vu…

"Well, thank you just the same for rescuing me…but I didn't quite catch your name…"

The girl blanched and looked forward again. "Call me, Tia," she said brusquely. "Now let's go. We've gotten lucky so far, but eventually she'll find us."

"Who's she?" But just as Phoebe had gotten her question out, a barrage of birds with needle-like beaks appeared out of nowhere and attacked her.

Tia tossed her egg-shaped item and did a twirl; in an instant, her sweater disappeared and was replaced with a sparkly pink fairy princess gown, complete with wings and a crown. In her hand, the egg was replaced with a wand, which Tia pointed at the birds, transforming them all into tiny rubber balls that bounced harmlessly around them.

Phoebe was stunned. "That's amazing."

Tia twirled the wand in her hand and blew it, as if she were blowing smoke from a gun. But the celebrations would have to wait, as Phoebe was suddenly bound by the neck and waist by thick spools of thread and lifted off the ground.

"Aaah….help!" Phoebe cried, as the thread tightened around her neck, threatening to suffocate her.

"Don't worry, I got this!" Tia aimed her wand at the threads…only to having nothing happen. "Oh no…no, don't quit on me now, you stupid wand….AAEEEH!"

A coil of thread unknowing had wrapped around Tia's ankles, and violently propelled her in the air, dangling her upside-down. She dropped her wand out of reach and struggled in vain to try to get it back.

A marionette descended from above. Propelled by strings, the wooden doll danced a bit, laughing at the girls' misfortune. Phoebe's cries were reduced to a squeal as she turned blue in the face. Trying to remove the thread from around her neck, but to no avail. Tia looked on in wide-eyed shock, tears forming around her eyes.

"This is it…" she thought. "Agnes was right…"

Suddenly Tia fell back down onto the staircase. In her surprise she looked around to see if her tether had been cut.

A figure in a black cloak stood before her. The figure was concealed from head to toe, save for the face, which was obscured by a white smiling comedy mask. The figure lifted its "arms", and band of pink ribbon shot out towards Phoebe's constraints. When the ribbon wrapped around the thread binding, it turned black and white (like the static of a television screen) and both ribbon and thread had vanished. When she fell to the ground, a lattice of pink ribbon was made by the cloaked figure in order to cushion their fall.

The marionette danced around again, this time in anger. Several strands of thread laced with needles jettisoned out towards the mysterious newcomer. The figure countered by unleashing a wave of hundreds of pink ribbons, all in the direction of the marionette. The ribbons bound the marionette until it resembled a mummy, as even more ribbons were shot out to tear apart the witch's labyrinth. Tia and Phoebe could only look on in amazement as this lone cloaked being singlehandedly defeated the witch. Phoebe cautioned a glance in their direction; the cloaked stranger was looking right at her. Suddenly, her line of vision was bombarded by a barrage of images, many of them not making any sense. Hearts and masks, happy and sad, ribbons, a bow, a girl in pigtails that looked strangely familiar and unfamiliar at the same time…and then darkness.

* * *

><p>Phoebe came to at the entrance of the building; she was on the ground as a worried football-headed boy attempted to revive her.<p>

"Phoebe…Phoebe, can you hear me? Please wake up…"

Phoebe groaned and slowly opened her eyes.

"A-Arnold…?"

Arnold took her into his arms and hugged her tightly. "Thank goodness…I was so scared. I didn't know what had happened to you."

Arnold grabbed her even tighter, as though he was afraid she would disappear if he let her go.

Phoebe looked at the building, lost and confused as ever.

* * *

><p>"Miss Heyerdaul…Miss Heyerdaul…Phoebe?"<p>

"Huh…oh, yes, Ms. Pataki?"

Phoebe had been gazing out the window, totally unaware that the rest of the students had since left the classroom for the day. A look of concern crossed her teacher's face.

"Are you alright?"

"Yes, I'm fine," Phoebe stood up abruptly and made her way for the door."

"Because, if there's anything you want to talk about…I'm here for you,"

"Yes, thank you. I'll see you tomorrow," and in an instant Phoebe was gone.

Olga Pataki sighed and straightened the pile of papers at her desk. Though she was a young teacher, she sincerely cared for the grade 9 class that she taught. For some reason she felt particularly protective of Phoebe. The young girl had been through a lot for her age, and she secretly wished that someday she would confide in her. Somehow, she desperately wanted Phoebe to see her not just as a teacher, but as a big sister…

* * *

><p>"So, no session with Dr. Bliss today?" asked Arnold.<p>

"No," replied Phoebe, and left it at that.

A fugue state. That's how she was diagnosed for her recent episode. For the past five years, everyone had treated Phoebe as she was fragile. From the psychiatric visits, to the extended stay in the hospital, everyone seemed concerned that she would snap at any minute. But it was so long ago. They should let her forget. Why wouldn't they let her forget…?

* * *

><p>"And it was like this mysterious…ghost…specter…thing…I dunno, but it came out of nowhere and just obliterated the witch's labyrinth!" Tia exposited eagerly. "But before I knew what was going on…it was gone!"<p>

One of the girls that was listening, a redhead with a Scottish brogue, scoffed. "Aye….lemme guess: after all that, ye still came out without a grief seed?"

Tia faltered, then looked down at the ground, ashamed. "Well…yeah…"

The other girl spat. "Thought so. We give ye the opportunity to prove ye mettle, and ye can't even secure one lousy grief seed for the group. What good are ye if ye can't contribute? And to add insult to injury, you make up some cockamamie story to cover for the fact that you're a useless magical girl!"

"That's not true!" fired back Tia. "You believe me, don't you, Mary?"

Mary, a brunette girl with a big nose and brown straight hair, sat away from the group, and was crying softly. She didn't seem to acknowledge Tia question. "Mary…?"

"Face it – ye're hopeless. The only thing more pathetic than is the bloody wish you wound up fighting for."

That did it. For the most part, what the girls chose to trade their souls for was on a need-to-know basis. And while Tia had since admitted she could have made a better wish (she wished to be bigger instead of being an adult – as a result, her body merely grew a few inches, but never actually matured), she couldn't tolerate being mocked over it. "Yeah? Well...at least I didn't sell my soul for a bunch of stupid chocolate turtles!"

The redhead glowered. "Ye take that back…"

Tia met her gaze with defiance. "Why don't you make me?"

In an instant, the girl changed into her outfit, a costume part Braveheart-inspired, part turtle armor, her face decorated in blue warpaint. She tapped her weapon, a giant Irish club (shillelagh) in her free hand. "Oh lassie…it would be my pleasure…!"

Agnes charged at the unprepared Tia; by the time she had transformed, Agnes had already thrown a strike that she had to block with her wand/evade. Tia dodged and had several water balloons rain down on Agnes' head. Agnes ducked into her turtle armor, but still came out wet and angry. As Tia tried to block her with her wand, a barrier suddenly came between them: a sheep whose fleece expanded and contracted enough to split them apart. The sheep disappeared with a "bleat" as yet another magical girl appeared.

"Come on you two, break it up. Agnes – lay off the kid, alright? She's been at this way longer than you."

Enraged, Agnes threw her club to the ground. "YE ALWAYS STICK UP FOR HER! WHY DO YE ALWAYS SIDE WITH THAT WEE LIL' BRRRRAT?"

Tia ran off in the opposite direction. "T, wait!" yelled the other girl, but she had already disappeared.

"Leave her, Gloria" spat Agnes. "I hope she stumbles into an actual labyrinth for a change…she's such a useless burden…"

"That's enough," scolded Gloria, but Agnes merely crossed her arms with a harrumph.

* * *

><p>Phoebe was doing homework when she heard a "tap-tap-tap" on her bedroom window. When she opened the blinds, she was surprised to see Tia smiling back at her from the outside.<p>

"Hey, remember me?" she said. "Mind if I come in?"

The two sat and had tea as Tia told her Phoebe entire story: how she became Puella Magi, and how the wish turned sour when she realized her own family wouldn't be able to recognize. Distraught by their youngest child's disappearance, the family moved out of Hillwood shortly after Tia had made the wish. For the next three years, she was forced to roam the city streets as an orphan, her only companionship the (oft-reluctant) other magical girls that inhabited the city.

Phoebe was silent for most of the diatribe, and for a few minutes after Tia had finished speaking. Finally, after taking a short sip of her tea, she responded. "How did you find me?"

Tia looked down at her cup of green tea (secretly pining for a cold bottle of Yahoo! Soda). "I'm not sure to be honest. Ever since that time in the labyrinth with that…I feel like I've known you for a long time. Though, I'm not even sure why I thought you'd believe me…"

"I believe you," Phoebe said slowly, catching her by surprise. "In fact, you're probably the only other person that I can trust to not accuse me of being crazy…"

"What do you mean?"

"When I was in the fourth grade, my parents and I were trapped in an industrial accident. My mother didn't survive. The only reason my father and I were able to escape was with the help of a girl in my class, who had powers similar to yours. I knew it was her that saved me, but I never confronted her about it, and she never spoke of the matter. She eventually disappeared some time after the sixth grade…" she paused to take a sip, "so I guess I can say I've already been acquainted with the magical girls, or 'Puella Magi.'"

"Well…this might sound crazy, but I was hoping you and I could become friends."

"Of course. But first, I'd like to know your name."

"I told you already. It's Tia."

"No, tell me your _real_ name."

"But how did you…? Oh, right, You were there, too. So you already know it."

"I want to hear it from you."

"…it's Timberly. My name is Timberly Johannsen."

* * *

><p>"An artifact? What's an artifact?"<p>

Kyuubey walked by Agnes and stood between the rest of the girls.

_I'M NOT CERTAIN. I SUSPECT IT'S AN ENTITY THAT'S IMMUNE TO THE EFFECTS OF ENTROPY. NOT QUITE A MAGICAL GIRL. NOT QUITE A WITCH. PERHAPS IT'S THE MANIFESTATION OF THE REMNANTS OF A WISH. WHATEVER THE CASE, IT IS AN ANOMOLY WE WISH TO FURTHER INVESTIGATE._

"Investigate?"

_ANYTHING CAPABLE OF DEFYING THE LAWS OF ENTROPY IS OF VERY HIGH INTEREST TO ME. THE UNIVERSE IS CONSTANTLY EXPANDING, AFTER ALL. IF POSSIBLE, I'D LIKE WISH TO UTILIZE THE POTENTIAL OF THIS ARTIFACT AND USE ITS RESOURCES. I'M HERE BECAUSE I WOULD LIKE TO KNOW IF ANY OF YOU POSSESS KNOWLEDGE OF THE ARTIFACT YOU COULD SHARE._

Agnes opened her mouth to speak, but Gloria had cut her off.

"No, we haven't, but we'll let you know if we do."

Kyuubey stared Gloria down for several seconds before turning around to leave. _VERY WELL. PLEASE KEEP ME INFORMED._

After Kyuubey had left, Agnes shot a dirty look Gloria's way. "Aye, what did ye go ahead and do that for? We –"

"_We_ don't owe Kyuubey anything," snapped Gloria. "That creature has already taken more from us than we can ever hope to get back. Even if we told it what we knew, that wouldn't change anything, it wouldn't make things better or easier for us. Remember that. So let it find out on its own."

Agnes looked down at the ground and clenched her shaking fists to her side. "I just thought…"

"Suppose Kyuubey is right, and the artifact is the remnants of a wish granted long ago? Who are we to interfere? The girl who made that wish likely suffered like the rest of us. All she wanted was a chance at happiness…just like the rest of us. Why should we give Kyuubey the chance to exploit her further? So let it go."

* * *

><p>Timberly sat patiently on the edge of the roof opposite the Heyerdaul household, several buildings down. In her lap was a bento box of food Phoebe had prepared for her, though she was much too anxious to eat it. Her eyes were fixated on the ground below, where Phoebe and Arnold stood, also waiting patiently for someone to arrive.<p>

"Are you nervous?" asked Phoebe.

"Huh? No, I'm not nervous," replied Arnold, slightly rocking in place. "…are you nervous?"

"Well, it's been a long time since we've last seen him. Almost three years today."

"I know," Arnold said somberly, looking at his feet. "I just…wish things could've been different…"

Sensing Arnold's mood, Phoebe clasped her hand in Arnold's and gave him a quick kiss on the cheek. "You can't change the past, Arnold."

Arnold looked at Phoebe and squeezed her hand, smiling weakly. "I know. You're right."

A car came down the road and stopped in front of Phoebe and Arnold. It idled for a bit as a teenage boy exited, then it departed as soon as it came.

The boy looked to be in his mid-teens, about the same age as Phoebe and Arnold. Though he no longer sported his tall head of hair, his love of jerseys was still strong, made apparent by the fact he was wearing a red number 33 shirt underneath a blue vest.

The boy approached Arnold first and the two of them did their secret handshake, the first time in years.

"How's it going, Gerald?"

Gerald smiled. "Hey Arnold." He then turned to Phoebe. Hey, Phoebe. Long time no see. You're looking good."

"Likewise," replied Phoebe, and the two went in for a brief hug. The three friends then sat on the porch to catch up on lost time. Meanwhile, Timberly was watching intensely, using a pair of purple binoculars she materialized with her magic to listen in on their conversation. As she did, and as she watch the three of them laughing easily amongst themselves, she could feel a smile creeping on her face.

"Big brother…you've grown up…"

* * *

><p>Several rooftops away, Agnes stood and spied unknowingly on Timberly. Kyuubey was at her side.<p>

_SO YOU SUSPECT SHE MIGHT KNOW THE WHEREABOUTS OF THE ANOMALY?_ inquired Kyuubey. _IS IT NECESSARY TO USE FORCE TO EXTRACT THE INFORMATION FROM HER?_

Agnes smiled malevolently, relishing the tap of her club in her hand. "Don't worry, I'm just gonna rough her up a wee bit. I promise I won't hurt her…much."

She took only a few steps before something materialized in her path. The cloaked being from the other day stood in her way. This time it was wearing a tragedy mask.

Agnes gasped. "The artifact…" then she grinned, "This'll be easier than I thought."

She lifted her club and prepared to charge, when suddenly the cloaked anomaly lost its mask and three pink ribbons shot from the face region; one went straight for Kyuubey, wrapping around its tiny body until it was squeezed out of existence. The other two went for Agnes, one for each of her wrists.

"What the—?" Agnes' fought against her restraints when suddenly she was bombarded by an onslaught of images. Her eyes went wide as the visions went through her, first in confusion, then in fear, and finally in shock and dread. All the while, the sour notes of a bagpipe played deafeningly through her ears.

The cloaked figure released Agnes from her bondage, and she knelt the ground, pressing her hands to her ears and staring at nothing in particular, still in a state of shock. The figure then turned and departed from the roof.

A new Kyuubey stared at Agnes, who after several minutes of kneeling in place, still hadn't budged. _AREN'T YOU GOING TO PURSUE THE ANOMALY?_

Agnes finally became aware of her surroundings. Slowly she stood up. "Fight ye own bloody battles…" she said, her voice shaky. She turned and walked away, leaving Kyuubey alone on the roof.

* * *

><p>"Thanks for letting me sit in on the meeting, Phoebe. You don't know how much that meant to me."<p>

They were back in Phoebe's room. The reunion lasted the entire afternoon, with Gerald's family only in the city for the weekend. And while she was disappointed that she couldn't see her parents or other brother Jamie O., she was happy that Gerald was still his same (albeit older) self.

Phoebe smiled tenderly at Timberly through the reflection of her mirror as she brushed her hair.

As Timberly walked around the room, she stumbled upon a collection of notebooks. At first she thought they were Phoebe's diaries, but she was surprised to find that the writing was in Japanese.

"Oh, you found my poetry books," remarked Phoebe, standing up.

"I didn't know you wrote poetry."

"Well, I'm not very good at it. I use these books as a way to practice and improve my skill. To multitask, I write them in hiragana to practice my Japanese calligraphy."

Timberly handed the book to Phoebe. "Can you read me one?"

"Of course," Phoebe sat on the bed and flipped to a random page in the book as Timberly sat beside her and laid her head on her lap. "Here is one of my favorite poems:

_mezameta kokoro ha hashiridashita mirai wo egaku tame _

_muzukashii michi de tachidomatte mo _

_sora ha kirei na aosa de itsumo mattete kureru _

_dakara kowakunai _

_mou nani ga atte mo kujikenai_

_Our awakened souls set out to paint our rising future_

_Even if we get stuck on a troubled path_

_The beautiful blue sky always waits for us_

_So I won't be afraid of anything_

_Whatever happens, I won't give up_

Timberly yawned and felt herself getting sleepy in Phoebe's lap. It had been a long time since she truly felt cared for by another person. Even though she could never return to the life she used to live, she finally found peace in her current situation. She would soldier on, and accept the responsibility that came with making her wish. After all, now that she had a friend to confide in, were things really so bad?

"I'm glad we're friends," said Timberly.

"So am I," replied Phoebe.

"I hope we're friends for a very long time. Maybe forever…"

"Forever is a very long time, Timberly,"

"Not when you're me. Not when you're a magical girl. We lost two other girls in our team this week. Every day I wonder, 'Am I going to be next?' But then I remember that I finally have something worth fighting for. Maybe someday I'll find the courage to meet my family face to face. Perhaps they might even find it in their hearts to forgive me for what I've done."

"They could never be mad at you. I'm sure they want more than anything to have you back home."

"I know. I just wish I could stop being mad at myself. But until that day comes, I'll continue fighting, and I'll never give up."

Phoebe stroked Timberly's curly hair. "_Kujikenai_?"

Timberly wiped away her tears and looked Phoebe in the face, earnestly.

"Right. _Kujikenai_."

**THE END**


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